COLLECTION ACCOUNT ANY ACCRUED AND UNPAID SERVICING
FEE UNDER ANY SERVICING AGREEMENT DUE AND OWING TO IT, AND SUCH AMOUNTS SHALL
NOT CONSTITUTE AVAILABLE COLLECTIONS.
ALL MONEYS HELD BY SERVICER IN THE
COLLECTION ACCOUNT SHALL, TO THE EXTENT AVAILABLE FOR DISTRIBUTION, BE
DISTRIBUTED BY THE SERVICER ON EACH PRICE DIFFERENTIAL PAYMENT DATE, IN THE
FOLLOWING ORDER OF PRIORITY:
(1)
FIRST, TO THE SERVICER, TO REPAY ANY OUTSTANDING SERVICER
ADVANCES;
(2)
SECOND, ON A PRO RATA BASIS, (A) TO THE SERVICER, THE SERVICING
FEE UNDER ANY SERVICING AGREEMENT AND OTHER REASONABLE AMOUNTS DUE AND OWING TO
THE SERVICER (TO THE EXTENT ANY PORTION OF THE ACCRUED AND UNPAID SERVICING FEES
HAVE NOT BEEN PREVIOUSLY SET ASIDE FROM COLLECTIONS BY THE SERVICER IN
ACCORDANCE WITH THE FIRST SENTENCE OF THIS SECTION 7(F)) AND (II) TO THE
CUSTODIAN, THE CUSTODIAL FEE AND THE REASONABLE OUT-OF-POCKET COSTS AND EXPENSES
OF THE CUSTODIAN NOT COVERED BY THE CUSTODIAL FEE;
(3)
THIRD, TO THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND THE
BUYERS (AS APPLICABLE) IN AN AMOUNT SUFFICIENT TO PAY (AS APPLICABLE AND IN THE
FOLLOWING ORDER OF PRIORITY):
A. THE ADMINISTRATIVE FEE;
B. TO THE BUYERS, ALL ACCRUED AND UNPAID PRICE DIFFERENTIAL DUE AND OWING TO THE
BUYERS FOR THE IMMEDIATELY PRECEDING CALENDAR MONTH (TO BE DISTRIBUTED PRO RATA
IN PROPORTION TO EACH BUYER'S PORTIONS OF THE OUTSTANDING PURCHASE PRICE);
C. TO THE BUYERS, ALL ACCRUED AND UNPAID FEES AND OTHER COSTS AND EXPENSES UNDER
THE PRICING SIDE LETTER;
D. TO THE BUYERS, (I) PRIOR TO THE TERMINATION DATE, ANY AMOUNT SELECTED BY THE
SELLERS IN THEIR DISCRETION TOWARD A REDUCTION OF THE OUTSTANDING PURCHASE
PRICE, OR ANY AMOUNT NECESSARY TO REDUCE THE OUTSTANDING PURCHASE PRICE TO CURE
AN EVENT OF DEFAULT OR TO SATISFY THE
22
MARGIN DEFICIT AND (II) FOLLOWING THE TERMINATION DATE, ALL REMAINING AVAILABLE
COLLECTIONS WILL BE USED TO REDUCE THE OUTSTANDING PURCHASE PRICE TO ZERO;
E. TO THE ADMINISTRATIVE AGENT AND THE BUYERS, ALL COSTS, EXPENSES AND
INDEMNIFICATION PAYMENTS, IF ANY, DUE AND OWING TO SUCH PERSONS UNDER THIS
AGREEMENT AND THE OTHER PROGRAM AGREEMENTS; AND
(4)
FOURTH, ANY REMAINING FUNDS SHALL BE PAID TO THE SELLERS (PRIOR TO
THE TERMINATION DATE IF, AFTER GIVING EFFECT TO SUCH PAYMENT, NO EVENT OF
DEFAULT SHALL OCCUR) OR TO THE BUYERS AND THE ADMINISTRATIVE AGENT TO REDUCE THE
OUTSTANDING OBLIGATIONS TO ZERO (FOLLOWING THE TERMINATION DATE), TO THE EXTENT
OUTSTANDING OBLIGATIONS REMAIN DUE AND OWING.
D.
IF ON ANY PRICE DIFFERENTIAL PAYMENT DATE AVAILABLE COLLECTIONS
ARE NOT SUFFICIENT TO PAY THE SUM OF THE AMOUNTS DESCRIBED IN CLAUSES
(2) THROUGH (5) ABOVE THAT ARE DUE AND PAYABLE, THE SERVICER MAY, IN ITS SOLE
DISCRETION AND SOLELY TO THE EXTENT THAT THE SERVICER REASONABLY EXPECTS TO BE
REIMBURSED IN FULL PURSUANT TO SECTION 7(F)(1), ADVANCE AN AMOUNT EQUAL TO SUCH
AMOUNTS DUE AND PAYABLE ON SUCH PRICE DIFFERENTIAL PAYMENT DATE (EACH, A
"SERVICER ADVANCE").
8.
SECURITY INTEREST
Although the parties intend that all Transactions hereunder be sales and
purchases and not