Common use of Deposit Accounts Clause in Contracts

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among in the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise manner required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.NMPRC; (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in with the Initial Bond Trustee intent of it obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in with the Additional Bond Trustee intent of it obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in with the Administrative Agent intent of it or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer Bxxxx obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer PropertyProperty and the Receivables may from time to time be deposited into one or more designated accounts of the Buyer (the “Buyer Accounts”) and that such Buyer Accounts are subject to a security interest in favor of the Administrative Agent and account control agreements among the Buyer, the Additional Administrative Agent and the applicable account bank (the “Account Control Agreements”). Further, the parties hereto each acknowledge that collections with respect to the Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Receivables Servicer (the “Company Accounts” and together with the Buyer (Accounts, the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, in its capacity as a collection agent with respect to each for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivablesother parties hereto, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial each Property Servicer, the Initial each Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional each Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables PurchasersLenders, as their respective interests may appear, subject to the perfected security interest of the Administrative Agent in the Deposit Accounts and the provisions of the Receivables Agreements and this Agreement; (ii) promptly identify which funds constitute collections in respect of the NC Customer Property, the SC Customer Property and the Receivables, respectively, and allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial NC Customer Property, at the times and in the manner specified in the Initial NC Bond Agreements to the Initial NC Bond Trustee; (y) in the case of collection collections relating to the Additional SC Customer Property, at the times and in the manner specified in the Additional SC Bond Agreements to the Additional SC Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers Lenders and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) with respect to each customer rate class, to the extent that any shortfall exists between the combined amounts of remittance are insufficient to satisfy amounts owed aggregate amount billed and the aggregate amount collected in respect of the Initial Deposit Accounts, such shortfall will be allocated among the NC Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional SC Customer Charges and the Receivables based on pursuant to the respective amounts of such Initial following formula: (x) the amount billed with respect to NC Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer ChargesCharge, the Additional SC Customer Charges and Charge or the Receivables according Receivable, as applicable, minus (y)(1) the amount billed with respect to another methodthe NC Customer Charge, the bracketed text may be replaced with a summary of SC Customer Charge or the PSCW’s requirements.Receivable, as applicable, multiplied by (2) (A) the total amount collected, divided by (B) the total amount billed; and (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges Receivables shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to Administrative Agent for the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to benefit of the Receivables Purchasers Lenders to the extent that any such late payment penalties are included in have been pledged to the Administrative Agent for the benefit of the Receivables sold to the Receivables Purchasers, Lenders and (zy) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation identifications and allocations as provided above in this subsection (a). (b) The Initial Each Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional each Bond Issuer, the Buyer and the Receivables Purchasers Lenders shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer Servicers may implement percentage-based estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual monthly reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial NC Bond Issuer or the SC Bond Issuer, as applicable, for any calendar year month are less than the actual amounts of Initial the related NC Customer Charge collections or the related SC Customer Charge collections, the Initial as applicable, such Bond Issuer shall look to the Initial related Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers Administrative Agent, the Buyer or the Additional Bond Issuer Receivables Lenders for such amounts. In the event that the estimated remittances to the Initial NC Bond Issuer or the SC Bond Issuer, as applicable, are greater than the actual amounts of Initial the related NC Customer Charge collections or the related SC Customer Charge collections, as applicable, such Bond Issuer, as applicable, shall remit such excess collections (or net such excess collections in accordance with the Initial following sentence) to the related Property Servicer shall have for forwarding to the right, Administrative Agent for the benefit of the Receivables Lenders (or the Receivables Servicer on their behalf) for application in accordance with the terms of the Initial Bond Receivables Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting (i) eliminate the right of the Receivables Lenders and the Administrative Agent, as assignees of the Company and/or the Buyer under the Receivables Agreements, to cause any such reconciliation payments owing by to be paid directly to the Administrative Agent or its designee or (ii) eliminate or impair any rights or remedies the Administrative Agent or any Receivables Lender may have under the Receivables Agreements, or release the Buyer, the Company or the Receivables Servicer from any obligations under the Receivables Agreements, in respect of any such shortfall or (iii) prohibit any party (the “remitting party”) from netting any reconciliation payments to be paid under this clause (b) by such remitting party to another party (the “receiving party”) against the amounts to be paid hereunder under this clause (b) by such receiving party to the remitting party by such receiving party. (c) The Initial Bond TrusteeFor the avoidance of doubt, the Initial Bond Issuer, the Additional NC Bond Trustee and the Additional NC Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections as collections with respect to Receivables. The Administrative Agent and Buyer the SC Customer Charges or the Receivables and the Additional SC Bond Trustee and the Additional SC Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits as collections with respect to the Deposit Accounts to NC Customer Charges or the extent they are properly allocable to the Additional Customer ChargesReceivables. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial a Bond Trustee Trustee, a Bond Issuer or a Property Servicer take any action with respect to the Initial Customer Charges in a manner that would result in the Initial such Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial a Bond Trustee Trustee, a Bond Issuer or a Property Servicer obtains possession of any Collections collections related to the Receivables, the Initial such Bond Trustee Trustee, a Bond Issuer or a Property Servicer, as applicable, shall notify the Administrative Agent of such fact, shall hold such Collections amounts in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, (or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee its designees) upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Buyer Accounts, in no event may the Administrative Agent or the Buyer take any action with respect to the collection of the Receivables in a manner that would result in the Administrative Agent or the Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, Buyer shall notify the Initial related Bond Trustee of such fact, shall hold such collections them in trust and shall promptly deliver them to the Initial such Bond Trustee upon request. . (e) In the event that the Administrative Agent or has exercised exclusive control over any Buyer obtains possession Account (an “Exclusive Control Event”), it shall, promptly following receipt of information provided to it by the Company and consistent with this Section 2 and Section 7 which allocates the funds on deposit therein as being related to the Customer Property, remit such collections related to the Customer Property at the direction of the applicable Property Servicer. Following an Exclusive Control Event in respect of any collections Buyer Account, if any funds in such Buyer Account are identified as constituting NC Customer Property or SC Customer Property, upon the request of Additional Customer Chargesthe NC Property Servicer or the SC Property Servicer, as applicable, the Administrative Agent shall (at the expense of the Company) promptly remit such funds to the account specified by the related Property Servicer; provided, however, that the Administrative Agent shall be under no duty or Buyer, as applicable, shall notify obligation to turn over any collections related to the Additional SC Customer Property or NC Customer Property if either (i) the Administrative Agent has not received such information and reports reasonably requested by the Administrative Agent detailing the amount of funds then held in the Deposit Accounts that constitute collections related to Receivables and the amount of funds that constitute funds related to Customer Property or (ii) the Administrative Agent believes in good faith such funds related to Customer Property constitute available funds and the remittance of such funds to the applicable Bond Trustee would violate any applicable law or any order of any court or other governmental authority; provided, further, that if by sixty (60) days following the occurrence of the Exclusive Control Event, the Administrative Agent has not received such factinformation set forth in clause (i) of the immediately preceding proviso, the Administrative Agent shall hold (unless clause (ii) in the immediately preceding proviso applies) make such collections in trust and shall promptly deliver them allocation on the basis of the allocation for the last month prior to the Additional Bond Trustee upon requestExclusive Control Event for which the Company performed the allocation or provided information for the allocation of funds in such Deposit Account and remit such funds in accordance with such allocation on the next succeeding calendar month end and on each calendar month end thereafter. (f) Except as expressly contemplated herein, each of the Company and the Buyer agrees that it shall not sell, dispose of, or otherwise transfer ownership of a Deposit Account or any funds on deposit therein to any other person, nor create or suffer to exist any lien on any Deposit Account or any funds on deposit therein other than acknowledgments with respect to the property of any other entities or the collateral of any other creditors that may from time to time be deposited into the Deposit Accounts hereunder. Neither the Buyer nor the Company shall amend or modify the provisions governing the operation of any Deposit Account in any way which could adversely affect the provisions of this Agreement without the prior written consent of each other party hereto. Each of the Company and the Buyer agrees that it shall not allow any pledge or sale of any receivables, charges or other liabilities owned by it or by any of its subsidiaries in which the collections thereon are to be directed to any Deposit Account, unless the purchasers or secured parties with respect to any such receivables, charges or other liabilities agree to become parties hereto.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect Except as otherwise approved in writing by Administrative Agent and subject to a first priority security interest (subject to the Initial Customer Propertyterms hereof) in favor of Administrative Agent, for the benefit of L/C Issuer and Lenders, pursuant to an account control agreement in form and substance acceptable to Administrative Agent (herein called an “Approved Account”), the Additional Customer Property Loan Parties shall at all times maintain all of its deposit accounts, securities accounts and the Receivables may from time to time be deposited into commodities accounts with one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent Agent, L/C Issuer and account control agreements among Lenders (all such accounts maintained by Loan Parties with one or more of the CompanyAdministrative Agent, L/C Issuer and Lenders being herein collectively called the “Lender Party Accounts” and individually a “Lender Party Account”). On the date hereof, the Buyer, the Borrower shall deliver to Administrative Agent a schedule of all Lender Party Accounts and the applicable account bank. Subject to Section 4, the Companyany Approved Accounts, in its capacity as form and substance acceptable to Administrative Agent, which such schedule shall be revised immediately upon any change in Lender Party Accounts and Approved Accounts in a collection agent with respect manner sufficient to notify Administrative Agent of all then-current Lender Party Accounts and Approved Accounts. (b) Administrative Agent hereby appoints each of the Initial Customer Property, the Additional Customer Property L/C Issuer and the Receivables, agrees to: (i) maintain the collections Lenders to serve as its bailee to perfect Administrative Agent’s Liens in any Collateral in the Deposit possession of such L/C Issuer and Lender. L/C Issuer and each Lender possessing any Collateral agrees to so act as bailee for Administrative Agent in accordance with the terms and provisions hereof. In furtherance of the forgoing, each L/C Issuer and Lender acknowledges that certain of the Loan Parties maintain Lender Party Accounts at one or more of the Administrative Agent, L/C Issuer and Lenders as disclosed pursuant to this Agreement. L/C Issuer and each Lender agrees to hold its Lender Party Accounts as bailee for Administrative Agent to perfect the security interest held for the benefit of the Initial Property Servicer, L/C Issuer or a Lender therein. Prior to the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the receipt by L/C Issuer or a Lender of notice from Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised it is exercising exclusive control over any Deposit AccountLender Party Account (a “Notice of Exclusive Control”), it shall allocate the funds on deposit therein related Loan Parties are entitled to make withdrawals from the Lender Party Accounts and make deposits into and give entitlement orders with respect to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Lender Party Accounts. Because Once L/C Issuer or a Lender has a Notice of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer PropertyExclusive Control, which allocations will such notice shall not be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless given until an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and shall be the Additional Bond Trustee and the Additional Bond Issuer waive only party entitled to make withdrawals from or otherwise give any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action entitlement order or other direction with respect to the Initial Customer Charges Lender Party Accounts. To the extent not already occurring, each L/C Issuer and Lender agrees to transfer, in a manner that would result in immediately available funds by wire transfer to Administrative Agent, the Initial Bond Trustee obtaining possession of, or any control over, collections amount of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related collected funds credited to the Receivablesdeposit accounts which are Lender Party Accounts held by such L/C Issuer or Lender, the Initial Bond Trustee shall notify the and deliver to Administrative Agent all moneys or instruments relating to such Lender Party Accounts or held therein and any other Collateral at any time Administrative Agent demands payment or delivery thereof after a Notice of Exclusive Control has been delivered to such fact, shall hold such Collections in trust L/C Issuer or Lender. Each Loan Party agrees that L/C Issuer and shall promptly each Lender is authorized to immediately deliver them all the Collateral to the Administrative Agent upon requestthe L/C Issuer’s or Lender’s receipt of a Notice of Exclusive Control from Administrative Agent. In Neither L/C Issuer nor any Lender (other than Administrative Agent acting for the event benefit of the L/C Issuer and Lenders) shall exercise any right of set-off or banker lien against any Lender Party Account; provided that L/C Issuer and Lenders shall be entitled to charge, or set-off against a Lender Party Account and retain for its own account, any customary fees, costs, charges and expenses owed to it in connection with the Initial Bond Trustee obtains possession opening, operating and maintaining such Lender Party Account and for the amount of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of item credited to such fact, shall hold such collections Lender Party Account that is subsequently returned for any reason. Notwithstanding anything in trust and shall promptly deliver them this Section 6.18 to the Additional Bond Trustee contrary, a Lender may, upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect notice to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event elect that the accounts of the Loan Parties maintained by such Lender shall not be governed by the provisions of this Section 6.18. Upon Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee Agent’s receipt of such factnotice, such accounts shall hold cease to be Lender Party Accounts and the maintenance of accounts shall be subject to such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, account becoming an Approved Account as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestset forth above.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer PropertyProperty and the Receivables may from time to time be deposited into one or more designated accounts of the Buyer (the “Buyer Accounts”) and that such Buyer Accounts are subject to a security interest of the Administrative Agent and account control agreements among the Buyer, the Additional Administrative Agent and the applicable account bank. Further, the parties hereto each acknowledge that collections with respect to the Initial Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Receivables Servicer (the “Company Accounts” and together with the Buyer (Accounts, the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, in its capacity as a collection agent with respect to each for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivablesother parties hereto, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables PurchasersLenders, as their respective interests may appear, subject to the perfected security interest of the Administrative Agent in the Deposit Accounts and the provisions of the Receivables Agreements and this Agreement; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers Lenders and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) with respect to each customer rate class, to the extent that any shortfall exists between the combined amounts of remittance are insufficient to satisfy amounts owed aggregate amount billed and the aggregate amount collected in respect of the Deposit Accounts, such shortfall will be allocated between the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on pursuant to the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by following formula: (x) the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among amount billed with respect to the Initial Customer ChargesCharge or Receivable, as applicable, minus (y)(1) the Additional amount billed with respect to the Initial Customer Charges and Charge or Receivable, as applicable, multiplied by (2) the Receivables according to another methodtotal amount collected, divided by the bracketed text may be replaced with a summary of the PSCW’s requirements.total amount billed; and (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges Receivables shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers Lenders to the extent that any such late payment penalties are included in the Receivables sold have been pledged to the Receivables Purchasers, Lenders and (zy) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a)) above. (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers Lenders shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement percentage-based estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual monthly reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year month are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer Lenders for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall remit such excess collections (or net such excess collections in accordance with the following sentence) to the Initial Property Servicer shall have for forwarding to the right, Receivables Lenders (or the Receivables Servicer) on their behalf in accordance with the terms of the Initial Bond Receivables Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall (i) eliminate the right of the Receivables Lenders and the Administrative Agent, as assignees of the Company under the Receivables Agreements, to cause any such reconciliation payments to be paid directly to the Administrative Agent or its designee or (ii) prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The , and the Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections them in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, (or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee its designees) upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Buyer Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, Buyer shall notify the Initial Bond Trustee of such fact, shall hold such collections them in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In . (e) To the event that extent the Administrative Agent has exercised exclusive control over any Buyer Account, it shall allocate the funds on deposit therein related to the Initial Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee. The Administrative Agent agrees to hold any Initial Customer Property that is in its possession or Buyer obtains control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of the Initial Bond Trustee and any collections assignee solely for the purpose of Additional perfecting the security interest granted in such Initial Customer ChargesProperty pursuant to the Initial Sale Agreement and the Initial Indenture to the Initial Bond Trustee, subject to the terms and conditions of this Section 2. To the extent any Initial Customer Property is possessed by or is under the control of the Administrative Agent (either directly or through its agents or bailees), upon the request of the Initial Bond Trustee, the Administrative Agent shall deliver such Initial Customer Property to (or Buyer, as applicable, shall notify cause such Initial Customer Property to be delivered to) the Additional Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to take all actions reasonably requested by the Additional Initial Bond Trustee upon request(at the expense of the Company) to cause the Initial Bond Trustee to have possession or control of same. The duties or responsibilities of the Administrative Agent under this Section 2 shall be subject to Section 6 and shall be limited solely to holding the Initial Customer Property as gratuitous bailee and/or gratuitous agent for the benefit of the Initial Bond Trustee for purposes of perfecting the security interest held by the Initial Bond Trustee therein. The agreement of the Administrative Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2 is intended to satisfy the requirements of Section 9-313(c) of the UCC.

Deposit Accounts. (a) The parties hereto Initial Transition Bond Issuer, the Initial Transition Bond Trustee, the Initial TC Servicer, the Additional Transition Bond Issuer, the Additional Transition Bond Trustee, and the Additional TC Servicer each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Transition Property and the Receivables Additional Transition Property may from time to time be deposited into one or more designated accounts of the Company or the Buyer Utility (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, Utility agrees to: (ia) maintain the collections in the Deposit Accounts for the benefit of the Initial Property TC Servicer, the Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Property TC Servicer, the Additional Transition Bond Trustee, and the Additional Transition Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, Issuer as their respective interests may appear; (iib) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts at the times specified in the respective Indentures and Servicing Agreements to the Initial Transition Bond Trustee in the case of collections relating to the Initial Customer Property, at the times Transition Property and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Transition Bond Agreements to the Additional Bond Trustee; and (z) Trustee in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables AgreementsAdditional Transition Property; provided, that: provided that (Ai) to the extent the combined amounts of remittance by a retail electric provider are insufficient to satisfy amounts owed in respect of the Initial Customer Transition Charges, the Additional Customer Charges Transition Charges, and the Receivablestransmission and distribution charges (other than late payment penalties), such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Charges, the Additional Customer Transition Charges and the Receivables Additional Transition Charges based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables (other than late payment penalties) then due and owing or as otherwise required by owing; and (ii) in the Public Service Commission event a late-payment penalty is received, allocations and remittances of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to shall be made on a pro rata basis as between the Initial Customer Transition Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if Transition Charges based on the amounts of such late payment Transition Charges in respect of which such penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Companywere owed; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iiic) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) above. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Transition Bond Trustee, Trustee and the Additional Transition Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company Utility relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. Agreement and the other Basic Documents (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result as defined in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestIndentures).

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company Company, the Receivables Servicer or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivablesother parties hereto, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Receivables Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Sub-Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.owing; (B) late payment penalties of the Receivables, the Additional Customer Charges Receivables and the Initial Customer Charges shall be allocated (wx) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement percentage-based estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual monthly reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year month are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer or otherwise to receive such amounts from excess funds of the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall (i) eliminate the right of the Receivables Purchasers and the Administrative Agent, as assignees of the Company under the Receivables Agreements, to cause any such reconciliation payments to be paid directly to the Administrative Agent or its designee or (ii) prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The , and the Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections them in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer Xxxxx obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections them in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto First Additional Parties, the Second Additional Parties and the System Restoration Parties each acknowledge that collections with respect to the Initial Customer First Additional Transition Property, the Second Additional Customer Transition Property and the Receivables System Restoration Transition Property may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, Company in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (ia) maintain the collections in the Deposit Accounts for the benefit of the Initial Property ServicerFirst Additional Parties, the Initial Bond Trustee, the Initial Bond Issuer, the Second Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent Parties and the Receivables Purchasers, System Restoration Parties as their respective interests may appear; (iib) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts at the times specified in the respective Indentures and Servicing Agreements to the First Additional Transition Bond Trustee in the case of collections relating to the Initial Customer First Additional Transition Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Second Additional Transition Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) Trustee in the case of collections relating to the Receivables, allocate Second Additional Transition Property and remit funds to the Receivables Purchasers and the Buyer at the times and System Restoration Bond Trustee in the manner specified in case of collections relating to the Receivables AgreementsSystem Restoration Transition Property; provided, that: provided that (Ai) to the extent the combined amounts of remittance by a retail electric provider are insufficient to satisfy amounts owed in respect of the Initial Customer First Additional Transition Charges, the Second Additional Customer Transition Charges, the System Restoration Charges and the Receivablestransmission and distribution charges (other than late payment penalties), such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer First Additional Transition Charges, the Second Additional Customer Transition Charges and the Receivables System Restoration Charges based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables (other than late payment penalties) then due and owing or as otherwise required by owing; and (ii) in the Public Service Commission event a late-payment penalty is received, allocations and remittances of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to shall be made on a pro rata basis among the Initial Customer First Additional Transition Charges, the Second Additional Transition Charges and are not allowed to be retained by the Company under System Restoration Charges based on the Initial Bond Agreements, (x) to the Additional Bond Trustee, if amounts of such late payment Transition Charges in respect of which such penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Companywere owed; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iiic) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) above. The Initial Bond TrusteeFirst Additional Secured Parties, the Initial Bond Issuer, the Second Additional Bond Trustee, the Additional Bond Issuer, the Buyer Secured Parties and the Receivables Purchasers System Restoration Secured Parties shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company in its capacity as collection agent relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. Agreement and the other Basic Documents (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result as defined in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestIndentures).

Deposit Accounts. (a) The parties hereto Initial Parties, the First Additional Parties and the Second Additional Parties each acknowledge that collections with respect to the Initial Customer Transition Property, the First Additional Customer Transition Property and the Receivables Second Additional Transition Property may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, Company in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (ia) maintain the collections in the Deposit Accounts for the benefit of the Initial Property ServicerParties, the Initial Bond Trustee, the Initial Bond Issuer, the First Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent Parties and the Receivables Purchasers, Second Additional Parties as their respective interests may appear; (iib) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts at the times specified in the respective Indentures and Servicing Agreements to the Initial Transition Bond Trustee in the case of collections relating to the Initial Customer Transition Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial First Additional Transition Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) Trustee in the case of collections relating to the Receivables, allocate First Additional Transition Property and remit funds to the Receivables Purchasers and the Buyer at the times and Second Additional Transition Bond Trustee in the manner specified in case of collections relating to the Receivables AgreementsSecond Additional Transition Property; provided, that: provided that (Ai) to the extent the combined amounts of remittance by a retail electric provider are insufficient to satisfy amounts owed in respect of the Initial Customer Transition Charges, the First Additional Customer Transition Charges, the Second Additional Transition Charges and the Receivablestransmission and distribution charges (other than late payment penalties), such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Transition Charges, the First Additional Customer Transition Charges and the Receivables Second Additional Transition Charges based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables (other than late payment penalties) then due and owing or as otherwise required by owing; and (ii) in the Public Service Commission event a late-payment penalty is received, allocations and remittances of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to shall be made on a pro rata basis among the Initial Customer Transition Charges, the First Additional Transition Charges and are not allowed to be retained by the Company under Second Additional Transition Charges based on the Initial Bond Agreements, (x) to the Additional Bond Trustee, if amounts of such late payment Transition Charges in respect of which such penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Companywere owed; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iiic) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) above. The Initial Bond TrusteeSecured Parties, the Initial Bond Issuer, the First Additional Bond Trustee, the Additional Bond Issuer, the Buyer Secured Parties and the Receivables Purchasers Second Additional Secured Parties shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company in its capacity as collection agent relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. Agreement and the other Basic Documents (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result as defined in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestIndentures).

Deposit Accounts. (a) The parties hereto each acknowledge that (1) collections with respect to the Initial Customer Property, the Additional Customer Receivables and each set of Securitization Property and the Receivables may from time to time be deposited into one or more designated accounts of Receivables Buyer, the Company applicable Receivables Sub- Servicer or the Buyer Securitization Property Servicer (the “Deposit Accounts”) and (2) that such Deposit Accounts may be are subject to (x) a security interest of the Receivables Administrative Agent with respect to Receivables and the proceeds thereof (and not with respect to any Securitization Property and the proceeds thereof), (y) a security interest of the applicable Indenture Trustee with respect to the corresponding Securitization Property and the proceeds thereof (and not with respect to the Receivables, any other set of Securitization Property or the proceeds of any of the foregoing) and (z) (i) the Amended and Restated Depositary Account Agreement, dated as of August 25, 2004, among each Company, the Receivables Administrative Agent and account control agreements The Huntington National Bank, (ii) the Depositary Account Agreement, dated as of December 7, 2007, among the CompanyAEP Utilities, the Inc., Receivables Buyer, the Receivables Administrative Agent and The Huntington National Bank, and (iii) the applicable account bankSecured Creditor Agreement without Notice of Sole Control, dated as of January 28, 2020, among Receivables Buyer, the Receivables Administrative Agent and The Bank of New York Mellon (each an “Existing Control Agreement” and collectively, the “Existing Control Agreements”). The Existing Control Agreements, together with any replacements thereto, and any additional control agreements in respect of the Deposit Accounts are referred to herein as the “Control Agreements.” (b) Subject to Section 4, the each Company, in its capacity capacities as a collection agent with respect to each Receivables Sub- Servicer and as a Securitization Property Servicer, for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivables, parties hereto agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond IssuerReceivables Buyer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, and the applicable Bond Issuer, the applicable Indenture Trustee and the corresponding bondholders, as their respective interests may appear, subject to the perfected security interests of the Receivables Administrative Agent and such Indenture Trustee in the Deposit Accounts and the provisions of the Receivables Agreements, the applicable Bond Agreements and this Agreement; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Receivables Buyer at the times and in the manner specified in the Receivables AgreementsAgreements and (y) in the case of collections relating to the applicable Securitization Property, at the times and in the manner specified in the applicable Bond Agreements to the applicable Indenture Trustee (and, unless otherwise specified in the applicable Effective Joinder, such Indenture Trustee hereby notifies the other parties hereto that the corresponding Securitization Charges are required to be remitted to such Indenture Trustee on a daily basis based upon an estimated remittance procedure in the Servicing Agreement); provided, and provided that: (A) with respect to each Company, to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges applicable Receivables and the Receivablesapplicable Securitization Charges, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer between such Receivables and such Securitization Charges and the Receivables based on the respective amounts of such Initial Customer ChargesReceivables and Securitization Charges (in each case other than late payment charges, Additional Customer Charges and Receivables whether described as charges, fees, or penalties) then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.owing; (B) with respect to each Company, late payment penalties of charges (whether described as charges, fees, or penalties) with respect to the Receivables, the Additional Customer Charges applicable Receivables and the Initial Customer applicable Securitization Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties charges are included in the with respect to such Receivables and have been sold to the Receivables Purchasers, (y) to the applicable Bond Issuer to the extent that any such late charges are with respect to such Securitization Charges and are allocable to such Bond Issuer in accordance with the tariff of the applicable Company, and (z) otherwise to the applicable Company; and (C) to if the extent the Administrative Control Agent has exercised exclusive control over any Deposit AccountAccount at the written direction of the Receivables Administrative Agent or an Indenture Trustee as provided herein, it shall allocate the funds on deposit therein in the Deposit Accounts related to the Initial Customer Property Receivables and the Additional Customer Property all Securitization Charges shall be allocated in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee2(e); and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a)therefrom. (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge Each of the Receivables Parties, the Receivables Agent, the TC Parties and the Initial TC Servicer acknowledges that Collections relating to the Eligible Assets and collections with respect to the Initial Customer Property, the Additional Customer or derived from Transition Property and the Receivables Transition Charges may from time to time be deposited into one or more designated accounts of the Company or the Buyer Receivables Agent (the “"Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank"). Subject to Section 45 below, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) the Receivables Agent agrees to (a) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent Parties and the Receivables PurchasersTC Parties, as their respective interests may appear; , and (iib) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts on a daily basis to TXU Retail in the case of collections relating to the Initial Customer Property, at the times Transition Charges and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) Receivables Purchaser in the case of collection Collections relating to the Additional Customer PropertyEligible Assets, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) provided that, in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and a shortfall in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined payment of amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivablesbilled, such allocation and remittances to TXU Retail and to the Initial Receivables Purchaser shall be made [made, first, on a pro rata basis as among the Initial Customer Charges, the Additional Customer between Transition Charges and the Receivables Eligible Assets (excluding late charges) based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables then due and owing or as otherwise required Eligible Assets billed to each retail electric customer and, second, by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) allocating any late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) charges to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables PurchasersUtility, and (zii) otherwise TXU Retail agrees to remit funds relating to the Company; and (C) to Transition Charges received from the extent the Administrative Receivables Agent has exercised exclusive control over any Deposit Accountto, it shall allocate the funds on deposit therein related to or as directed by, the Initial Customer Property and TC Servicer for the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction benefit of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Transition Bond Trustee; and (iii) . The Receivables Agent further agrees to maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection clause (a). (bi)(b) above. The Initial Bond TrusteeTC Parties, the Initial Bond IssuerUtility, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer Receivables Parties and the Receivables Purchasers Sellers shall each have the right to require request an accounting from time to time time, but no more frequently than once monthly, of collections, deposits, allocations and remittances by the Company Receivables Agent relating to the Deposit Accounts. Because The Receivables Agent or the Replacement Collection Agent (as defined below), as the case may be, shall pay all reasonable fees and expenses of difficulties inherent in allocating collections on a daily basissuch accounting, and shall (i) treat such fees and expenses as having been incurred in its role as Collection Agent under the Initial Property Servicer may implement estimates Receivables Transfer Agreements if such request for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms an accounting is made by any of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in Receivables Parties or the following sentences Receivables Sellers and (ii) be reimbursed by the Additional Property Initial TC Servicer may implement estimates for or the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default Replacement Servicer (as defined in below), as the case may be, if such request for an accounting is made by the TC Parties or the Utility. Each of the TC Parties and the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property TC Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive waives any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to constitute Collections with respect to Receivables. The Administrative Agent on account of Eligible Assets, and Buyer each of the Receivables Parties and the Additional Bond Trustee and the Additional Bond Issuer waive Receivables Agent waives any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer constitute collections on account of Transition Charges. Each of the parties hereto acknowledges the respective ownership interests and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Securitized Utility Tariff Property, [the Additional Securitization Property, the Additional Customer Receivables] and each Joining Transaction Securitization Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company [or the Buyer Buyer] (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of [the Administrative Agent Agent] and account control agreements among the Company, [the Buyer, the Administrative Agent Agent] and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Securitized Utility Tariff Property, [the Additional Securitization Property, the Additional Customer Property Receivables and the Receivableseach Joining Transaction Securitization Property, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Securitized Utility Tariff Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, [the Additional Securitization Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and Agent, the Receivables Purchasers,] each Joining Transaction Property Servicer, each Joining Transaction Trustee and each Joining Transaction Issuer, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (xw) in the case of collections relating to the Initial Customer Securitized Utility Tariff Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; [(yx) in the case of collection relating to the Additional Customer Securitization Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (zy) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements;] and (z) in the case of collections relating to Joining Transaction Securitization Property, at the times and in the manner specified in each such Joining Transaction Bond Agreements to such Joining Transaction Trustee; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Securitized Utility Tariff Charges[, the Additional Securitization Charges, the Additional Customer Charges Receivables] and Joining Transaction Securitization Charges, the Receivablesfirst dollars collected shall be attributed to past due balances (if there is a deficiency, on a pro rata basis), and then such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Securitized Utility Tariff Charges[, the Additional Securitization Charges, the Additional Customer Receivables] and Joining Transaction Securitization Charges and the Receivables based on the respective amounts of such Initial Customer Securitized Utility Tariff Charges, [Additional Customer Securitization Charges, Receivables] and such Joining Transaction Securitization Charges and Receivables then due and owing or as otherwise required by the Missouri Public Service Commission of Wisconsin]13Commission; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.and (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent [the Administrative Agent Agent] has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and Securitized Utility Tariff Property[, the Additional Customer Securitization Property] and Joining Transaction Securitization Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Securitized Utility Tariff Property at the direction of the Initial Bond Trustee and (acting at the written direction of Majority Holders), [such collections related to the Additional Customer Securitization Property at the direction of the Additional Bond Trustee] and such collections related to Joining Transaction Securitization Property at the direction of each such Joining Transaction Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a).] (b) The Initial Bond Trustee, the Initial Bond Issuer, [the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and Buyer, the Receivables Purchasers Purchasers,] each Joining Transaction Trustee and each Joining Transaction Issuer shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Securitized Utility Tariff Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Securitized Utility Tariff Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and sentences, (ii) [the Additional Securitization Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Securitization Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences] and (iii) each Joining Transaction Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to such Joining Transaction Securitization Property, which allocations will be subject to annual reconciliations in accordance with the terms of each such Joining Transaction Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or Indenture[, the Additional Indenture] or each Joining Transaction Indenture [and any corresponding term in the Receivables Purchase Agreement]) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Securitized Utility Tariff Property Servicer for any such shortfall and shall have no claims against [the Receivables Purchasers or Purchasers, the Additional Bond Issuer] or any Joining Transaction Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Securitized Utility Tariff Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer[, and the Receivables Purchasers Purchasers] acknowledge that they shall look solely to the Initial Securitized Utility Tariff Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. [In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Securitization Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or Issuer[, the Receivables Purchasers Purchasers] or any Joining Transaction Issuer for such amounts. .] [In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Securitization Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer[, and the Receivables Purchasers Purchasers] acknowledge that they shall look solely to the Additional Securitization Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds.] In the event that the estimated remittances to any Joining Transaction Issuer are greater than the actual amounts of such Joining Transaction Securitization Charge collections, the Joining Transaction Property Servicer shall have the right, in accordance with the terms of such Joining Transaction Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to such Joining Transaction Issuer, [and the Receivables Purchasers] acknowledge that they shall look solely to such Joining Transaction Property Servicer for such excess collections and shall have no claims against such Joining Transaction Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) [The Initial Bond Trustee, the Initial Bond Issuer, [the Additional Bond Trustee and Trustee, the Additional Bond Issuer,] each Joining Transaction Trustee and each Joining Transaction Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. .] The Administrative Agent and Buyer and Buyer, [the Additional Bond Trustee and the Additional Bond Issuer,] and each Joining Transaction Trustee and each Joining Transaction Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Securitized Utility Tariff Charges. [The Administrative Agent and Buyer and Buyer, the Initial Bond Trustee and the Initial Bond Issuer, and each Joining Transaction Issuer and each Joining Transaction Trustee waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Securitization Charges.] The Administrative Agent and Buyer, the Initial Bond Trustee and the Initial Bond Holder, the Additional Bond Trustee and the Additional Bond Issuer and each other Joining Transaction Trustee and each other Joining Transaction Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to such Joining Transaction Securitization Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement.. ] (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Securitized Utility Tariff Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, [collections of Additional Customer Securitization Charges], Joining Transaction Securitization Charges, [Collections of Receivables Receivables] or any Deposit Account. [In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. .] [In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Securitization Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.] In the event that the Initial Bond Trustee obtains possession of any collections of Joining Transaction Securitization Charges, the Initial Bond Trustee shall notify such Joining Transaction Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Joined upon request. [In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Securitization Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Securitized Utility Tariff Charges, Joining Transaction Securitization Charges, [Collections of Receivables Receivables] or any Deposit Account. .] [In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. .] In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Securitized Utility Tariff Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Joining Transaction Securitization Charges, the Additional Bond Trustee shall notify such Joining Transaction Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to such Joining Transaction Trustee upon request. ] In no event may a Joining Transaction Trustee take any action with respect to such Joining Transaction Securitization Charges in a manner that would result in such Joining Transaction Trustee obtaining possession of, or any control over, collections of Initial Securitized Utility Tariff Charges, [Additional Securitization Charges, Collections of Receivables,] any other Joining Transaction Securitization Charges or any Deposit Account. [In the event that a Joining Transaction Trustee obtains possession of any Collections related to the Receivables, such Joining Transaction Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request.] In the event that a Joining Transaction Trustee obtains possession of any collections of Initial Securitized Utility Tariff Charges, such Joining Transaction Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. [In the event that a Joining Transaction Trustee obtains possession of any collections of Additional Securitization Charges, such Joining Transaction Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.] In the event that a Joining Transaction Trustee obtains possession of any collections of any other Joining Transaction Securitization Charges, such Joining Transaction Trustee shall notify such other Joining Transaction Issuer of such fact, shall hold such collections in trust and shall promptly deliver them to such other Joining Transaction Issuer upon request. [Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges Securitized Utility Tariff Charges[, collections of Additional Securitization Charges] or collections of Additional Customer Joining Transaction Securitization Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Securitized Utility Tariff Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. [In the event that the Administrative Agent or Buyer Bxxxx obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.collection

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Michigan Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.Commission]7; (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations 7 If the Michigan Public Service Commission (“Commission”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the Commission’s requirements. and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. Establish deposit accounts (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Propertycollectively, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) in the name of the Borrower or any of its Subsidiaries with such banks (“Depository Banks”) as are reasonably acceptable to the Administrative Agent (subject to irrevocable instructions acceptable to Administrative Agent as hereinafter set forth) or with the Administrative Agent and all invoices evidencing accounts shall bear a notice that such invoices are payable to such Deposit Accounts may be subject and in which the Borrower or one of its Subsidiaries, as applicable, will immediately deposit all payments made for inventory or other payments constituting proceeds of Collateral, in the case of the Borrower and their Subsidiaries, in the identical form in which such payment was made, whether by cash or check. The Depository Banks shall acknowledge and agree, pursuant to a security interest an Account Control Agreement, that all payments made to the Deposit Accounts are for the benefit of the Administrative Agent and account control agreements among the CompanySecured Parties, and that the Buyer, the Administrative Agent and the applicable account bank. Subject Depository Banks have no right to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from setoff against the Deposit Accounts, whether or other than for customary charges of the Depository Bank for depositary services; provided that Account Control Agreements shall not commingled, (x) be required with respect to Deposit Accounts with an account balance of less than $150,000.00 individually and $500,000.00 in the case aggregate. Upon the occurrence and continuance of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case an Event of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer ChargesDefault, the Additional Customer Charges Borrower and the Receivables, such allocation and remittances each Subsidiary shall be made [on a pro rata basis irrevocably instruct each Depository Bank to promptly transfer all payments or deposits (with certain exceptions as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required agreed to by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”Administrative Agent) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit AccountsAccounts into the Administrative Agent’s Account on each Business Day. If any Loan Party shall receive any monies, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trusteechecks, the Initial Bond Issuernotes, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company drafts or any other payments relating to the Deposit Accounts. Because and/or proceeds of difficulties inherent accounts or other Collateral, such Person shall hold such instrument or funds in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates trust for the purposes of determining Administrative Agent, and, immediately upon receipt thereof, shall remit the amount of collections which are allocable same or cause the same to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the rightremitted, in accordance with the terms of the Initial Bond Agreementskind, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to or after the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent occurrence and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each continuance of the parties hereto acknowledges the respective ownership and security interests an Event of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession ofDefault, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections at its address set forth in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request10.02 below.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, Property and the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, Property and the Additional Customer Property and the ReceivablesProperty, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, Trustee and the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, Charges and the Additional Customer Charges and the ReceivablesCharges, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables other billed amounts based on the respective amounts ratio of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by each component of a bill to the Public Service Commission of Wisconsin]13total bill; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.and (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, Agreements and (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, Trustee and the Additional Bond Issuer, the Buyer and the Receivables Purchasers Issuer shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to semi-annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to semi-annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase AgreementIndenture) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables Charges or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables Charges or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that Customers make payments in respect of the Issuer Property and the Receivables Property to certain designated accounts of the Company (such accounts being the “Company Collection Accounts”) and that all funds from time to time on deposit in each Company Collection Account are remitted to certain accounts in the name of the Receivables SPV (the “SPV Accounts”) and that such Company Collection Accounts and the SPV Accounts are subject to a security interest of the Agent and account control agreements among the Receivables SPV (if applicable), the Agent, the Company and the applicable account bank. Further, the parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Issuer Property and the Receivables Property may from time to time be deposited into one or more designated accounts of the Company or (the Buyer (“Company Accounts” and together with the Company Collection Accounts, the SPV Accounts, the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Collection Agent and Property and the ReceivablesServicer, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Company, the Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond IssuerCollection Agent, the Receivables ServicerSPV, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear, subject to the perfected security interests of the Agent in the Company Collection Accounts and the SPV Accounts and the provisions of the Receivables Agreements, the Bond Agreements and this Agreement; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial Customer Issuer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (zy) in the case of collections relating to the ReceivablesReceivables Property, allocate and remit funds to the Receivables Purchasers and the Buyer Receivables SPV, at the times and in the manner specified in the Receivables Agreements; provided, that: (A) that to the extent that any shortfall exists between the combined amounts of remittance are insufficient aggregate amount billed to satisfy amounts owed Customers in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation on the one hand, and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, aggregate amount received from Customers in respect of the Additional Customer Charges and the Receivables based Receivables, on the respective amounts of other hand, such Initial Customer Chargesshortfall will be allocated: (A) first, Additional Customer Charges and Receivables then due and owing or as otherwise required by between the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according Receivables, to another methodpast due balances in chronological order and then to current balances, but in each case, pursuant to the bracketed text may be replaced following formula: (x) the amount billed (excluding any billed late fees) with a summary of respect to the PSCW’s requirements.Customer Charge or Receivable, as applicable, multiplied by (y) the total amount collected, divided by the total amount billed; and (B) second, to the extent any portion of such shortfall amounts remain, to late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to Receivables for the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to benefit of the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold have been pledged to the Receivables Purchasers, Purchasers and (zy) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection subclause (a)ii) (A) above. (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer Receivables SPV and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to amounts received by the Deposit AccountsCompany in respect of the Issuer Property and the Receivables Property. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates will, for the purposes of determining the amount of collections which are allocable to the Initial Customer Issuer Property, implement the procedures described in Section 7, which allocations will be subject (as reported on the daily report provided by the Property Servicer (or any successor thereto) to annual reconciliations in accordance with the terms Bond Trustee pursuant to Section 6.11(a) of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in Servicing Agreement (a copy of which report the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable hereby agrees to provide to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusiveAgent)), subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only will be required to prepare one such accounting during any fiscal yeardeemed conclusive. In the event that the estimated remittances to the Initial Bond Issuer and the Bond Trustee for any calendar year month are less than the actual amounts of Initial Customer Charge collections, neither the Initial Bond Issuer shall look to nor the Initial Property Servicer for any such shortfall and Bond Trustee shall have no any claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer and the Bond Trustee are greater than the actual amounts of Additional Customer Charge collections, such excess collections shall be held by the Additional Property Servicer shall have the right, Bond Trustee in accordance with the terms requirements of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such fundsServicing Agreement. Notwithstanding the foregoing, nothing in this paragraph Section 2(b) shall prohibit any party from netting eliminate the right of the Receivables Purchasers and the Agent, as assignees of the Company under the Receivables Agreements, to cause any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts that represent collections of Receivables Property to be paid hereunder directly to the remitting party by such receiving partyAgent or its designee. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections collections with respect to Receivables. The Administrative Receivables Property, and the Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer Receivables SPV waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer ChargesProperty. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement, the Bond Agreements and the Receivables Agreements. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges Issuer Property in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections them in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, (or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee its designees) upon request. Except (i) as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over any of the Deposit AccountsCompany Collection Accounts or the SPV Accounts and (ii) in connection with the Agent notifying Obligors to redirect payments as permitted by the Receivables Agreements after the occurrence of a Termination Event under the Receivables Agreements, in no event may the Administrative Agent or Buyer the Receivables SPV take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyerthe Receivables SPV, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer ChargesIssuer Property. In the event that the Administrative Agent or Buyer Receivables SPV obtains possession of any collections of Initial Customer ChargesIssuer Property other than as contemplated by this Section 2, the Administrative Agent or Buyer, as applicable, Company (on behalf of the Receivables SPV) shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and the Company shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. (e) To the extent the Agent has exercised exclusive control over any Company Collection Account or SPV Account, it shall allocate the funds on deposit therein related to the Issuer Property in accordance with the information provided to it by the Company and consistent with this Section 2 and Section 7, and shall timely remit such collections related to the Issuer Property at the direction of the Company; provided, however, that the Agent shall be under no duty or obligation to turn over any collections related to Issuer Property unless and until both (i) the Agent has received such information and reports reasonably requested by the Agent detailing the amount of funds then held in the Company Collection Accounts and the SPV Accounts that constitute Collections related to Receivables and the amount of funds that constitute funds related to Issuer Property and (ii) such funds related to Issuer Property constitute available funds and the remittance of such funds to the Bond Trustee does not violate any applicable law or any order of any court or other governmental authority. The Agent agrees to hold any Issuer Property that is in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of the Bond Trustee solely for the purpose of perfecting the security interest granted in such Issuer Property pursuant to the Sale Agreement and the Indenture to the Bond Trustee, subject to the terms and conditions of this Section 2. The duties or responsibilities of the Agent under this Section 2 shall be subject to Section 6 and shall be limited solely to holding the Issuer Property as gratuitous bailee and/or gratuitous agent for the benefit of the Bond Trustee for purposes of perfecting the security interest held by the Bond Trustee therein. The agreement of the Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 2 is intended to satisfy the requirements of Section 9-313(c) of the UCC.

Deposit Accounts. (a) The parties hereto Reference is hereby made to (i) that certain Special Deposit Account Control Agreement (Security Interest in Deposit Account) (regarding Account No. 4100000747 (which account is herein referred to as the “Receivables Account”)) by and among Borrower, Lender, and Union Bank, N.A. (the “Account Bank”) (the “Receivables Account Agreement”), and (ii) that certain Special Deposit Account Control Agreement (Security Interest in Deposit Account-Springing) (regarding Account No. 4100000801 (which account is herein referred to as the “Borrower Account”)) by and among Borrower, Lender, and Account Bank (the “Borrower Account Agreement”) (the foregoing items (i) and (ii), herein the “DACA”), each acknowledge that collections with respect dated on or about the date hereof. Pursuant to the Initial Customer PropertyDACA, the Additional Customer Property and the Receivables may Account Bank has acknowledged Lender’s security interest in all funds or sums of money on deposit from time to time be deposited into one or more designated accounts of in the Company or “Special Deposit Account” (as defined in each agreement constituting the Buyer (DACA, comprising the Receivables Account and the Borrower Account, and referred to herein each as a “Deposit Account” and, collectively, as the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond TrusteeBorrower has established with the Account Bank the Receivables Account and the Borrower Account. Borrower has no other deposit account except for the Receivables Account, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond IssuerBorrower Account, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving partyaccounts listed on Schedule 1.8(b). (c) The Initial Bond TrusteeIn order to further secure the performance by Borrower of its obligations hereunder and under the Note, Borrower hereby acknowledges and confirms that: (i) the Initial Bond Issuer, Account Bank has acknowledged the Additional Bond Trustee and the Additional Bond Issuer waive any security interest of Lender in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in and all funds, checks, drafts, certificates, instruments and other investments or deposits therein and all other financial assets credited thereto shall constitute collateral to secure the payment of the Loan; (ii) Borrower shall have no event may right to make withdrawals from the Administrative Agent or Buyer take any action with respect Receivables Account; and (iii) to the collection of Receivables extent any Deposit Account contains any Financial Assets (as that term is defined in a manner Section 2.2(b) herein), such Financial Assets shall be maintained as Investment Property (as that would result term is defined in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestSection 2.2(e) herein).

Deposit Accounts. Borrowers shall, and shall cause each of their Subsidiaries (aother than Bankrupt Subsidiaries) The parties hereto each acknowledge that collections with respect to to, maintain the Initial Customer PropertyCash Management System as described in Schedule 4.1P, the Additional Customer Property and the Receivables as said Schedule 4.1P may be supplemented from time to time be deposited into one pursuant to clause (i)(c) below, and Company and its Subsidiaries shall not open or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such close Deposit Accounts or make other changes to the Cash Management System without the written consent of Administrative Agent, except that (i) Company and its Subsidiaries may be subject open and maintain funds in Deposit Accounts with Collateral Agent or other depository institutions after the Closing Date so long as (a) concurrently with the opening of any such account with a depository institution other than Collateral Agent, Borrowers shall deliver to Collateral Agent a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent Control Agreement with respect to each such account (unless after giving effect to such opening Borrowers would not be in breach of the Initial Customer Propertyrequirement set forth in clause (i)(b)), (b) the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections aggregate amount on deposit at any time in the all Deposit Accounts maintained with depository institutions other than Collateral Agent for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative which Control Agreements have not been delivered to Collateral Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or shall not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasersexceed $1,000,000, and (zc) otherwise concurrently with the opening of any such account, Borrowers shall deliver to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate a written notice setting forth the funds on deposit therein related to the Initial Customer Property account number and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction name of the Initial Bond Trustee and relevant depository institution (it being understood that such collections related written notice shall be deemed to the Additional Customer Property at the direction supplement Schedule 4.1P annexed hereto for all purposes of the Additional Bond Trustee; this Agreement) and (iii) maintain records as to the amounts deposited into the Deposit Accounts, if applicable, the amounts remitted therefrom Project to which such account relates and the allocation as provided above in this subsection (a). (b) The Initial Bond Trusteeprimary purpose of such account, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) after the Additional Property Servicer Closing Date Company and its Subsidiaries may implement estimates for open and maintain funds in Restricted Accounts that are required to be opened by Company or any of its Subsidiaries pursuant to a Contractual Obligation binding on such Person so long as promptly upon opening any such account, a written notice setting forth in reasonable detail (a) the purposes of determining the amount of collections Project or obligation to which are allocable to the Additional Customer Propertysuch account relates, which allocations will be subject to annual reconciliations in accordance with the terms (b) a description of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one Contractual Obligation requiring such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise account to be paid to the Initial Bond Issueropened, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee provisions of this Agreement permitting such account to be opened and the Additional Bond Issuer waive any interest in deposits maintained (it being understood that such written notice shall be deemed to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each supplement Schedule 2.4A(iii)(f) annexed hereto for all purposes of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement). (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect Grantors, to the Initial Customer Propertyextent required by the ABL Documents, the Additional Customer Property and Notes Priority Documents, the Receivables Second Lien Documents or the Subordinated Lien Documents, may from time to time be deposited into one or more designated have deposit accounts of the Company or the Buyer (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and that such Deposit Accounts (each, as defined in the UCC) may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bankdeposited. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to To the extent that any such late payment penalties are included Deposit Account is under the control of any Agent at any time, such Agent will act as gratuitous bailee and agent for the other Agents and Secured Parties for the purpose of perfecting the Liens of the applicable Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to such other Agents or Secured Parties (including any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the Receivables sold to last sentence of this Section 3.02). Unless the Receivables PurchasersJunior Liens on such ABL Priority Collateral shall have been or concurrently are released, and after the Obligations for which the Senior Representative in respect of the ABL Priority Collateral serves as agent have been Paid in Full, such Senior Representative in respect of the ABL Priority Collateral shall (z) otherwise to the Company; and (Ca) to the extent that the Administrative Agent has exercised exclusive same are then under the sole dominion and control of such Representative and that such action is otherwise within the power and authority of such Representative pursuant to the applicable Documents, at the written request of any Junior Representative in respect of the ABL Priority Collateral, transfer control over all cash and other assets in any such Deposit Account, it shall allocate Account maintained with such Senior Representative in respect of the funds on deposit therein related ABL Priority Collateral to the Initial Customer Property and Junior Representative in respect of the Additional Customer Property in accordance ABL Priority Collateral with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related then-highest priority claim to the Initial Customer Property at the direction of the Initial Bond Trustee ABL Priority Collateral (and each Grantor hereby authorizes and consents to any such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iiitransfer) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, at the Initial Bond Issuer, written request of such Junior Representative in respect of the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance ABL Priority Collateral with the terms then-highest priority claim, cooperate with the Issuer and such Junior Representative in respect of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance ABL Priority Collateral with the terms then-highest priority claim (at the expense of the Additional Bond Agreements but will otherwise Issuer) in permitting control of any other Deposit Accounts to be deemed conclusive, subject transferred to reconciliation as provided such Junior Representative in respect of the following sentences; provided that unless an Event ABL Priority Collateral with the then-highest priority claim (or for other arrangements with respect to each such Deposit Accounts satisfactory to such Junior Representative in respect of Default (as defined in the Initial Indenture or ABL Priority Collateral with the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only then-highest priority claim to be required to prepare one such accounting during any fiscal yearmade). In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts furtherance of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party each Agent (the “remitting partyAppointing Agent”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative hereby appoints each other Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent its agent solely for perfection of such fact, shall hold such Collections in trust and shall promptly deliver them to Appointing Agent’s Lien on each Deposit Account that is under the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee control of such factother Agent, shall hold and each such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative other Agent of accepts such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestappointment.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company Company, the Receivables Servicer or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be are subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivablesother parties hereto, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Receivables Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Sub-Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear, subject to the perfected security interest of the Administrative Agent in the Deposit Accounts and the provisions of the Receivables Agreements and this Agreement; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges (other than late payment penalties) and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges (other than late payment penalties) and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.owing; (B) late payment penalties of the Receivables, the Additional Customer Charges Receivables and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables have been sold to the Receivables Purchasers, Purchasers and (zy) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a)b) above. (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement percentage-based estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual monthly reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year month are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall remit such excess collections to the Initial Property Servicer shall have for forwarding to the right, Receivables Purchasers (or the Receivables Servicer) on their behalf in accordance with the terms of the Initial Bond Receivables Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall (i) eliminate the right of the Receivables Purchasers and the Administrative Agent, as assignees of the Company under the Receivables Agreements, to cause any such reconciliation payments to be paid directly to the Administrative Agent or its designee or (ii) prohibit any party from netting any such reconciliation payments owing by such party (the “"remitting party”") to another party (the “"receiving party”") against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The , and the Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections them in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections them in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the New Hampshire Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.Utilities Commission](3); (B) late payment penalties of the Receivables, the Additional Customer Charges Receivables and the Initial Customer Charges shall be allocated (wx) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.the

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company Company, the Receivables Servicer or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be are subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivablesother parties hereto, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Receivables Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Sub-Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear, subject to the perfected security interest of the Administrative Agent in the Deposit Accounts and the provisions of the Receivables Agreements and this Agreement; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges (other than late payment penalties) and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges (other than late payment penalties) and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.owing; (B) late payment penalties of the Receivables, the Additional Customer Charges Receivables and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables have been sold to the Receivables Purchasers, Purchasers and (zy) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a)) above. (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement percentage-based estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual monthly reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year month are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall remit such excess collections to the Initial Property Servicer shall have for forwarding to the right, Receivables Purchasers (or the Receivables Servicer) on their behalf in accordance with the terms of the Initial Bond Receivables Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall (i) eliminate the right of the Receivables Purchasers and the Administrative Agent, as assignees of the Company under the Receivables Agreements, to cause any such reconciliation payments to be paid directly to the Administrative Agent or its designee or (ii) prohibit any party from netting any such reconciliation payments owing by such party (the “"remitting party”") to another party (the “"receiving party”") against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The , and the Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections them in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections them in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections Within thirty (30) days after the date of this Agreement, Borrower will establish with respect a bank agreed to the Initial Customer Propertyby Lender in its reasonable discretion (such bank, the Additional Customer Property “Account Bank”) two deposit accounts, one of which is referred to herein as the “Receivables Account” and the Receivables may from time other of which is referred to time be deposited into one or more designated accounts of herein as the Company or the Buyer “Borrower Account” (each such account is referred to herein each as a “Deposit Account” and, collectively, as the “Deposit Accounts”) and that ). Upon opening such Deposit Accounts may be subject to a security interest accounts, Borrower shall provide Lender details of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a)account. (b) The Initial Bond TrusteeAt the time the Deposit Accounts are opened, Borrower, Lender and the Account Bank shall enter into (i) a deposit account control agreement regarding the Receivables Account, which shall be in form and substance satisfactory to Lender in its sole discretion (the “Receivables Account Agreement”), and (ii) a deposit account control agreement regarding the Borrower Account, which shall be in form and substance satisfactory to Lender in its sole discretion (the “Borrower Account Agreement”; the foregoing items (i) and (ii), herein the “DACA”). Pursuant to the DACA, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting Account Bank will acknowledge Lender’s security interest in all funds or sums of money on deposit from time to time of collectionsin such Deposit Accounts. Borrower represents and warrants that, deposits, allocations and remittances by the Company relating to upon opening the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates it will have no other deposit account except for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuingAccount, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond IssuerBorrower Account, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving partyaccounts listed on Schedule 1.8(b). (c) The Initial Bond TrusteeIn order to further secure the performance by Borrower of its obligations hereunder and under the Note, the Initial Bond IssuerBorrower hereby acknowledges and confirms that, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to upon opening the Deposit Accounts and entering into the DACA: (i) the Account Bank will acknowledge the security interest of Lender in the Deposit Accounts, and all funds, checks, drafts, certificates, instruments and other investments or deposits therein and all other financial assets credited thereto shall constitute collateral to secure the payment of the Loan; (ii) Borrower shall have no right to make withdrawals from the Receivables Account; (iii) to the extent any Deposit Account contains any Financial Assets (as that they are properly allocable term is defined in Section 2.2(d) herein), such Financial Assets shall be maintained as Investment Property (as that term is defined in Section 2.2(h) herein); and (iv) at Lender’s request, Borrower shall provide an opinion from counsel licensed to Collections with respect practice in the jurisdiction under which the DACA is governed as to Receivables. The Administrative Agent the authorization, execution, delivery, and Buyer enforceability of the DACA and the Additional Bond Trustee valid creation and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each perfection of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit interest in the Deposit Accounts to the extent in favor of their respective interests as described in this AgreementLender. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect Grantors, to the Initial Customer Propertyextent required by the ABL Documents, the Additional Customer Property and First Lien Documents, the Receivables Second Lien Documents or the Subordinated Lien Documents, may from time to time be deposited into one or more designated have deposit accounts of the Company or the Buyer (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and that such Deposit Accounts (each, as defined in the UCC) may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bankdeposited. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to To the extent that any such late payment penalties are included Deposit Account is under the control of any Agent at any time, such Agent will act as gratuitous bailee for the other Agents and Secured Parties for the purpose of perfecting the Liens of the applicable Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to such other Agents or Secured Parties (including any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the Receivables sold to last sentence of this Section 3.02). Unless the Receivables PurchasersJunior Liens on such ABL Priority Collateral shall have been or concurrently are released, and after the Obligations for which the Senior Representative in respect of the ABL Priority Collateral serves as agent have been Paid in Full, such Senior Representative in respect of the ABL Priority Collateral shall (z) otherwise to the Company; and (Ca) to the extent that the Administrative Agent has exercised exclusive same are then under the sole dominion and control of such Representative and that such action is otherwise within the power and authority of such Representative pursuant to the applicable Documents, at the written request of any Junior Representative in respect of the ABL Priority Collateral, transfer control over all cash and other assets in any such Deposit Account, it shall allocate Account maintained with such Senior Representative in respect of the funds on deposit therein related ABL Priority Collateral to the Initial Customer Property and Junior Representative in respect of the Additional Customer Property in accordance ABL Priority Collateral with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related then-highest priority claim to the Initial Customer Property at the direction of the Initial Bond Trustee ABL Priority Collateral (and each Grantor hereby authorizes and consents to any such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iiitransfer) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, at the Initial Bond Issuer, written request of such Junior Representative in respect of the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance ABL Priority Collateral with the terms then-highest priority claim, cooperate with the Issuer and such Junior Representative in respect of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance ABL Priority Collateral with the terms then-highest priority claim (at the expense of the Additional Bond Agreements but will otherwise Issuer) in permitting control of any other Deposit Accounts to be deemed conclusive, subject transferred to reconciliation as provided such Junior Representative in respect of the following sentences; provided that unless an Event ABL Priority Collateral with the then-highest priority claim (or for other arrangements with respect to each such Deposit Accounts satisfactory to such Junior Representative in respect of Default (as defined in the Initial Indenture or ABL Priority Collateral with the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only then-highest priority claim to be required to prepare one such accounting during any fiscal yearmade). In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts furtherance of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party each Agent (the “remitting partyAppointing Agent”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative hereby appoints each other Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent its agent solely for perfection of such fact, shall hold such Collections in trust and shall promptly deliver them to Appointing Agent’s Lien on each Deposit Account that is under the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee control of such factother Agent, shall hold and each such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative other Agent of accepts such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestappointment.

Deposit Accounts. (a) The parties hereto each acknowledge that (1) collections with respect to the Initial Customer Property, the Additional Customer Receivables and each set of Securitization Property and the Receivables may from time to time be deposited into one or more designated accounts of Receivables Buyer, the Company applicable Receivables Sub-Servicer or the Buyer Securitization Property Servicer (the “Deposit Accounts”) and (2) that such Deposit Accounts may be are subject to (x) a security interest of the Receivables Administrative Agent with respect to Receivables and the proceeds thereof (and not with respect to any Securitization Property and the proceeds thereof), (y) a security interest of the applicable Indenture Trustee with respect to the corresponding Securitization Property and the proceeds thereof (and not with respect to the Receivables, any other set of Securitization Property or the proceeds of any of the foregoing) and (z) (i) the Amended and Restated Depositary Account Agreement, dated as of August 25, 2004, among each Company, the Receivables Administrative Agent and account control agreements The Huntington National Bank, (ii) the Depositary Account Agreement, dated as of December 7, 2007, among the CompanyAEP Utilities, the Inc., Receivables Buyer, the Receivables Administrative Agent and The Huntington National Bank, and (iii) the applicable account bankSecured Creditor Agreement without Notice of Sole Control, dated as of January 28, 2020, among Receivables Buyer, the Receivables Administrative Agent and The Bank of New York Mellon (each an “Existing Control Agreement” and collectively, the “Existing Control Agreements”). The Existing Control Agreements, together with any replacements thereto, and any additional control agreements in respect of the Deposit Accounts are referred to herein as the “Control Agreements.” (b) Subject to Section 4, the each Company, in its capacity capacities as a collection agent with respect to each Receivables Sub-Servicer and as a Securitization Property Servicer, for the benefit of the Initial Customer Property, the Additional Customer Property and the Receivables, parties hereto agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond IssuerReceivables Buyer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, and the applicable Bond Issuer, the applicable Indenture Trustee and the corresponding bondholders, as their respective interests may appear, subject to the perfected security interests of the Receivables Administrative Agent and such Indenture Trustee in the Deposit Accounts and the provisions of the Receivables Agreements, the applicable Bond Agreements and this Agreement; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, Accounts (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Receivables Buyer at the times and in the manner specified in the Receivables AgreementsAgreements and (y) in the case of collections relating to the applicable Securitization Property, at the times and in the manner specified in the applicable Bond Agreements to the applicable Indenture Trustee (and, unless otherwise specified in the applicable Effective Joinder, such Indenture Trustee hereby notifies the other parties hereto that the corresponding Securitization Charges are required to be remitted to such Indenture Trustee on a daily basis based upon an estimated remittance procedure in the Servicing Agreement); provided, and provided that: (A) with respect to each Company, to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges applicable Receivables and the Receivablesapplicable Securitization Charges, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer between such Receivables and such Securitization Charges and the Receivables based on the respective amounts of such Initial Customer ChargesReceivables and Securitization Charges (in each case other than late payment charges, Additional Customer Charges and Receivables whether described as charges, fees, or penalties) then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.owing; (B) with respect to each Company, late payment penalties of charges (whether described as charges, fees, or penalties) with respect to the Receivables, the Additional Customer Charges applicable Receivables and the Initial Customer applicable Securitization Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties charges are included in the with respect to such Receivables and have been sold to the Receivables Purchasers, (y) to the applicable Bond Issuer to the extent that any such late charges are with respect to such Securitization Charges and are allocable to such Bond Issuer in accordance with the tariff of the applicable Company, and (z) otherwise to the applicable Company; and (C) to if the extent the Administrative Control Agent has exercised exclusive control over any Deposit AccountAccount at the written direction of the Receivables Administrative Agent or an Indenture Trustee as provided herein, it shall allocate the funds on deposit therein in the Deposit Accounts related to the Initial Customer Property Receivables and the Additional Customer Property all Securitization Charges shall be allocated in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee2(e); and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a)therefrom. (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto Receivables Parties, the Receivables ---------------- Servicer, the Transition Bond Issuer, the Transition Bond Trustee and the TC Servicer each acknowledge that Collections relating to the Eligible Assets and collections with respect to the Initial Customer Property, the Additional Customer Transition Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer Utility (the “"Deposit ------- Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank"). Subject to Section 45 below, the Company, in its capacity as a collection agent with respect Utility agrees to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the -------- Deposit Accounts for the benefit of the Initial Property TC Servicer, the Initial Transition Bond Trustee, Trustee and the Initial Transition Bond Issuer, Issuer and for the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, benefit of the Receivables Servicer, the Buyer, the Administrative Agent Servicer and the Receivables PurchasersParties (and any future Receivables Financing Entities), as their respective interests may appear; ; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts on a daily basis to the Transition Bond Trustee in the case of collections relating to the Initial Customer Property, at the times Transition Property and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) Receivables Purchaser in the case of collection Collections relating to the Additional Customer PropertyEligible Assets, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) provided -------- that in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and a shortfall in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined payment of amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivablesbilled, such allocation and remittances shall be made [made, first, on a pro rata basis as among the Initial Customer Charges, the Additional Customer between Transition Charges and the Receivables Eligible Assets, excluding late charges, based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according Eligible Assets billed to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trusteeeach retail electric provider and, if any retail electric customer is billed directly, to such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasersretail electric customer, and (z) otherwise second, by allocating any late charges to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection clause (a). (bii) above. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer Initial Receivables Purchaser and the Receivables Purchasers Financing Entities shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company Utility relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Bond Trustee Issuer and the Additional Bond Issuer TC Servicer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to constitute Collections with respect to Receivables. The Administrative Agent and Buyer on account of Eligible Assets, and the Additional Bond Trustee Receivables Parties and the Additional Bond Issuer Receivables Servicer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Chargesconstitute collections on account of Transition Property. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; and (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the New Hampshire Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements.Utilities Commission](3); (B) late payment penalties of the Receivables, the Additional Customer Charges Receivables and the Initial Customer Charges shall be allocated (wx) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.be

Deposit Accounts. (a) The parties hereto Receivables Parties, the Receivables Servicer, the Transition Bond Issuer, the Transition Bond Trustee and the TC Servicer each acknowledge that Collections relating to the Eligible Assets and collections with respect to the Initial Customer Property, the Additional Customer Transition Property and the Receivables may from time to time be deposited into one or more designated [designated] accounts of the Company or the Buyer Utility (the “"Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank"). Subject to Section 45 below, the Company, in its capacity as a collection agent with respect Utility agrees to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property TC Servicer, the Initial Transition Bond Trustee, Trustee and the Initial Transition Bond Issuer, Issuer and for the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, benefit of the Receivables Servicer, the Buyer, the Administrative Agent Servicer and the Receivables PurchasersParties (and any future Receivables Financing Entities), as their respective interests may appear; ; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts on a daily basis to the Transition Bond Trustee in the case of collections relating to the Initial Customer Property, at the times Transition Property and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) Receivables Purchaser in the case of collection Collections relating to the Additional Customer PropertyEligible Assets, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) provided that in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and a shortfall in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined payment of amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivablesbilled, such allocation and remittances shall be made [made, first, on a pro rata basis as among the Initial Customer Charges, the Additional Customer between Transition Charges and the Receivables Eligible Assets, excluding late charges, based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according Eligible Assets billed to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trusteeeach retail electric provider and, if any retail electric customer is billed directly, to such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasersretail electric customer, and (z) otherwise second, by allocating any late charges to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection clause (a). (bii) above. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer Initial Receivables Purchaser and the Receivables Purchasers Financing Entities shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company Utility relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Bond Trustee Issuer and the Additional Bond Issuer TC Servicer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to constitute Collections with respect to Receivables. The Administrative Agent and Buyer on account of Eligible Assets, and the Additional Bond Trustee Receivables Parties and the Additional Bond Issuer Receivables Servicer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Chargesconstitute collections on account of Transition Property. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. Borrowers shall cause all rents payable under the Leases to be deposited into Borrowers’ Account that is subject to a Deposit Account Control Agreement within five (5) Business Days of receipt of same by Borrowers (or their agent). (a) The parties hereto No later than fifteen (15) days after the Closing Date, Borrowers shall open or cause to be opened the Borrower Account and commence with the provisions of this Section 7.23. Borrowers shall deposit, and cause to be deposited, all collections, proceeds, funds, or revenues from the Projects, including, without limitation, all receivables and all amounts due under the Leases into the Borrowers’ Account. Borrowers and each acknowledge that collections other Borrower Party hereby authorize Administrative Agent to automatically debit the Borrowers’ Account for the payment of debt service. All rents, additional rent and all other amounts received by Borrowers with respect to the Initial Customer Property, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: Projects (i) maintain shall be deemed to be collateral for the collections Loan, shall be deposited by Borrowers into the Borrowers’ Account within five (5) Business Days after receipt of the same but may then be transferred by Borrowers (or Borrowers’ Agent) to another operating account. In furtherance of the foregoing, other than during the existence of an Event of Default, Borrowers may give instructions regarding the disposition of funds in the Deposit Accounts Borrowers’ Account for any purpose not prohibited by the benefit terms and conditions of this Agreement or the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreementsother Loan Documents; provided, that: (A) however, that during the existence of an Event of Default, Administrative Agent shall have the exclusive right to give instructions regarding the extent the combined amounts disposition of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Borrowers’ Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond TrusteeNotwithstanding anything in any other agreement to the contrary, the Initial Bond IssuerBorrowers agree that Borrowers shall be liable for any commercially reasonable fees and charges CONA – Healthcare Trust, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting Inc. 92119388.8 in effect from time to time of collectionsand charged in connection with the Borrowers’ Account, depositsand that Administrative Agent shall not have any liability therefor. Borrowers further acknowledge and agrees that, allocations and remittances by the Company relating to the Deposit Accounts. Because extent such fees and charges are not paid by Borrowers directly but are satisfied using amounts in the Borrower’s Account such fees and charges shall be immediately (upon notice) due and payable from Borrower to Administrative Agent. (c) During the existence of difficulties inherent an Event of Default, Borrowers agree that all amounts in allocating collections the Borrowers’ Account or otherwise received by Administrative Agent, may be applied on a daily basis, (i) account of the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations Obligations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto Receivables Parties, the Receivables Servicer, the Transition Bond Issuer, the Transition Bond Trustee and the TC Servicer each acknowledge that Collections relating to the Eligible Assets and collections with respect to the Initial Customer Property, the Additional Customer Transition Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer Utility (the “"Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank"). Subject to Section 45 below, the Company, in its capacity as a collection agent with respect Utility agrees to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property TC Servicer, the Initial Transition Bond Trustee, Trustee and the Initial Transition Bond Issuer, Issuer and for the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, benefit of the Receivables Servicer, the Buyer, the Administrative Agent Servicer and the Receivables PurchasersParties (and any future Receivables Financing Entities), as their respective interests may appear; ; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts on a daily basis to the Transition Bond Trustee in the case of collections relating to the Initial Customer Property, at the times Transition Property and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) Receivables Purchaser in the case of collection Collections relating to the Additional Customer PropertyEligible Assets, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) provided that in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and a shortfall in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined payment of amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivablesbilled, such allocation and remittances shall be made [made, first, on a pro rata basis as among the Initial Customer Charges, the Additional Customer between Transition Charges and the Receivables Eligible Assets, excluding late charges, based on the respective amounts of such Initial Customer Charges, Additional Customer Transition Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according Eligible Assets billed to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trusteeeach retail electric provider and, if any retail electric customer is billed directly, to such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasersretail electric customer, and (z) otherwise second, by allocating any late charges to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation allocations as provided above in this subsection clause (a). (bii) above. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer Initial Receivables Purchaser and the Receivables Purchasers Financing Entities shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company Utility relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Bond Trustee Issuer and the Additional Bond Issuer TC Servicer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to constitute Collections with respect to Receivables. The Administrative Agent and Buyer on account of Eligible Assets, and the Additional Bond Trustee Receivables Parties and the Additional Bond Issuer Receivables Servicer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Chargesconstitute collections on account of Transition Property. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. With regard to all lock-boxes, collection accounts, deposit accounts, securities accounts, operating accounts, checking accounts, disbursement accounts and other accounts (aother than payroll accounts and accounts maintained by the Loan Parties for the sole benefit of their employees as listed on Schedule 10.11 attached hereto) The parties hereto each acknowledge that collections with respect to the Initial Customer Property(collectively, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Subject Accounts”) and that ), each Loan Party hereby authorizes the financial institutions at which any such Deposit Subject Accounts may be subject are maintained to a security interest of provide the Administrative Agent with a copy of such financial institution’s regular statements and account control agreements among the Company, the Buyer, such other more frequent statements or advices as the Administrative Agent and the applicable account bank. Subject to Section 4, the Companymay reasonably request, in its capacity as each case, covering the remittances, deposits, and withdrawals from and balances of such account, and each Loan Party hereby consents to such information being provided to the Administrative Agent. Each Loan Party shall cause each financial institution at which such Loan Party maintains a collection agent with respect Subject Account (other than LaSalle) to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections enter into an Account Control Agreement in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, order to give the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default control” thereof (as defined in the Initial Indenture UCC) for perfection purposes; provided that (i) with respect to any such account existing on the Closing Date, a fully-executed Account Control Agreement must be delivered to the Administrative Agent on or prior to the Additional Indenture Closing Date, (ii) with respect to any Subject Account opened after the Closing Date, such Loan Party must provide the Administrative Agent with 10 days’ prior written notice of its intention to open such account and must deliver to the Administrative Agent a fully-executed Account Control Agreement with respect to such account, and (iii) it is hereby acknowledged and agreed that the Borrowers may maintain and operate Subject Accounts (other than any corresponding term such Subject Account to which Accounts are deposited or remitted) not having at any time deposits in excess of $1,000,000, in aggregate among all such Subject Accounts, in respect of which no Account Control Agreements are in effect. Notwithstanding anything contained herein or in any other Loan Document to the Receivables Purchase Agreementcontrary, the Loan Parties hereby acknowledge and agree that, with respect to any Subject Accounts, upon the occurrence and continuance of an Event of Default, the Administrative Agent may instruct any or all of the financial institutions at which any such accounts are maintained (A) to cease honoring the Loan Parties’ directions as to the handling, disposition and disbursement of funds or remittance to or on deposit in any such accounts and (B) to remit or apply all amounts on deposit in or remittances to such accounts in accordance with the direction of the Administrative Agent (in each case of clause (A) or (B) above, a “Notice of Control”). The Administrative Agent agrees that it shall not give a Notice of Control to any financial institution unless and until an Event of Default has occurred and is continuing. Upon the written request of the Loan Party Representative delivered to the Administrative Agent, at any time (1) after the waiver, if any, of any existing Events of Default (other than an Event of Default described in clause (2) immediately below) or (2) six months after the waiver, if any, of any existing Event of Default under Section 13.1.1 or resulting from the violation of any of the financial covenants in Section 11.13, and provided that no other Event of Default has occurred and is continuing, the Company Administrative Agent shall only be required promptly notify all financial institutions to prepare one which it has previously delivered a Notice of Control that such accounting during any fiscal year. In notice is rescinded and that such financial institution is again entitled to rely on the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall instruction and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms direction of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections applicable Loan Party with respect to Receivablessuch accounts until a new Notice of Control is given by the Administrative Agent (a “Notice of Rescission”). The Administrative Agent shall copy the Loan Party Representative on any Notice of Control and Buyer and Notice of Rescission given to a financial institution but the Additional Bond Trustee and the Additional Bond Issuer waive any interest failure to do so shall in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may effect the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession validity of any Collections related to the Receivablessuch Notice of Control, the Initial Bond Trustee shall notify nor subject the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestliability.

Deposit Accounts. With regard to all lock-boxes, collection accounts, deposit accounts, securities accounts, operating accounts, checking accounts, disbursement accounts and other accounts (aother than payroll accounts and accounts maintained by the Loan Parties for the sole benefit of their employees as listed on Schedule 10.11 attached hereto) The parties hereto each acknowledge that collections with respect to the Initial Customer Property(collectively, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit Subject Accounts”) and that ), each Loan Party hereby authorizes the financial institutions at which any such Deposit Subject Accounts may be subject are maintained to a security interest of provide the Administrative Agent with a copy of such financial institution’s regular statements and account control agreements among the Company, the Buyer, such other more frequent statements or advices as the Administrative Agent and the applicable account bank. Subject to Section 4, the Companymay reasonably request, in its capacity as each case, covering the remittances, deposits, and withdrawals from and balances of such account, and each Loan Party hereby consents to such information being provided to the Administrative Agent. Each Loan Party shall cause each financial institution at which such Loan Party maintains a collection agent with respect Subject Account (other than LaSalle) to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections enter into an Account Control Agreement in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, order to give the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this subsection (a). (b) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default control” thereof (as defined in the Initial Indenture UCC) for perfection purposes; provided that (i) with respect to any such account existing on the Closing Date, a fully-executed Account Control Agreement must be delivered to the Administrative Agent on or prior to the Additional Indenture Closing Date, (ii) with respect to any Subject Account opened after the Closing Date, such Loan Party must provide the Administrative Agent with 10 days’ prior written notice of its intention to open such account and must deliver to the Administrative Agent a fully-executed Account Control Agreement with respect to such account, and (iii) it is hereby acknowledged and agreed that the Borrowers may (and shall only be permitted to) maintain and operate Subject Accounts (other than any corresponding term such Subject Account to which Accounts are deposited or remitted) to the extent not having at any time deposits in excess of $2,000,000, in aggregate among all such Subject Accounts, in respect of which no Account Control Agreements are in effect. Notwithstanding anything contained herein or in any other Loan Document to the Receivables Purchase Agreementcontrary, the Loan Parties hereby acknowledge and agree that, with respect to any Subject Accounts, upon the occurrence and continuance of an Event of Default, the Administrative Agent may instruct any or all of the financial institutions at which any such accounts are maintained (A) to cease honoring the Loan Parties’ directions as to the handling, disposition and disbursement of funds or remittance to or on deposit in any such accounts and (B) to remit or apply all amounts on deposit in or remittances to such accounts in accordance with the direction of the Administrative Agent (in each case of clause (A) or (B) above, a “Notice of Control”). The Administrative Agent agrees that it shall not give a Notice of Control to any financial institution unless and until an Event of Default has occurred and is continuing. Upon the written request of the Loan Party Representative delivered to the Administrative Agent, at any time (1) after the waiver, if any, of any existing Events of Default (other than an Event of Default described in clause (2) immediately below) or (2) six months after the waiver, if any, of any existing Event of Default under Section 13.1.1 or resulting from the violation of any of the financial covenants in Section 11.13, and provided that no other Event of Default has occurred and is continuing, the Company Administrative Agent shall only be required promptly notify all financial institutions to prepare one which it has previously delivered a Notice of Control that such accounting during any fiscal year. In notice is rescinded and that such financial institution is again entitled to rely on the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall instruction and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms direction of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections applicable Loan Party with respect to Receivablessuch accounts until a new Notice of Control is given by the Administrative Agent (a “Notice of Rescission”). The Administrative Agent shall copy the Loan Party Representative on any Notice of Control and Buyer and Notice of Rescission given to a financial institution but the Additional Bond Trustee and the Additional Bond Issuer waive any interest failure to do so shall in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may effect the Initial Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession validity of any Collections related to the Receivablessuch Notice of Control, the Initial Bond Trustee shall notify nor subject the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestliability.

Deposit Accounts. (a) The parties hereto each acknowledge Each of the Initial Transition Bond Issuer, the Initial Transition Bond Trustee, the Initial TC Servicer, the Additional Transition Bond Issuer, the Additional Transition Bond Trustee and the Additional TC Servicer acknowledges that collections Collections with respect to the Initial Customer Property, the Additional Customer Transition Property and the Receivables Additional Transition Property may from time to time be deposited into one or more designated accounts of the Company or the Buyer Utility (the “Deposit Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank). Subject to Section 44 below, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, Utility agrees to: (ia) maintain the collections held in the Deposit Accounts for the benefit of the Initial Property TC Servicer, the Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Property TC Servicer, the Additional Transition Bond Trustee, Trustee and the Additional Transition Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as in accordance with their respective interests may appearas described in this Agreement and the other Basic Documents (as defined in the Initial Indenture and the Additional Indenture, respectively), to the extent applicable; (iib) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) Accounts at the times specified in the respective Indentures and Servicing Agreements to the Initial Transition Bond Trustee in the case of collections Collections relating to the Initial Customer Property, at the times Transition Property and in the manner specified in the Initial Bond Agreements to the Initial Additional Transition Bond Trustee; (y) Trustee in the case of collection Collections relating to the Additional Customer Transition Property, at the times and in the manner specified in the Additional Bond Agreements ; provided that: (i) Collections from customers will be first applied to the Additional Bond Trusteepayment of the Sales and Use Tax (which are not “charges” for purposes of the following allocations), then to charges in arrears, if any, and then to current charges; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (Aii) to the extent the combined amounts of remittance by customers are insufficient to satisfy amounts owed in respect of the Initial Customer Transition Charges, the Additional Customer Charges Transition Charges, the MTC-Taxes and the Receivablestransmission and distribution charges (other than late-payment penalties), such allocation and remittances shall be made [on a pro rata basis as among between the Initial Customer Transition Charges, the Additional Customer Charges Transition Charges, the MTC-Taxes and the Receivables applicable transmission and distribution charges based on the respective relative amounts owed in respect of such Initial Customer Charges, Additional Customer Charges charges; and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”iii) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) all Collections constituting late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges charges shall be allocated (w) payable to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company Initial TC Servicer or Additional TC Servicer (or any successor(s) thereof), as applicable, as a component of its compensation under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold to the Receivables Purchasers, and (z) otherwise to the Companyapplicable Servicing Agreement; and (C) to the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iiic) maintain records as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom Accounts and the allocation and remittances therefrom as provided above in this subsection (a). (bSection 2(b) above. The Utility shall allocate and pay all interest accrued on amounts in each Deposit Account to the Initial TC Servicer or the Additional TC Servicer, as applicable. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Additional Transition Bond Trustee, Trustee and the Additional Transition Bond Issuer, the Buyer and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company Utility relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences and (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others other parties hereto in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may Agreement and the Initial Bond Trustee take any action with respect other Basic Documents, to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related to the Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as extent applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request.

Deposit Accounts. (a) The parties hereto each acknowledge that collections with respect Grantors, to the Initial Customer Propertyextent required by the Revolving Facility Credit Agreement, the Additional Customer Property and the Receivables may from time to time be deposited into one or more designated establish deposit accounts of the Company or the Buyer (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bankdeposited. Subject to Section 4, the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer Property and the Receivables, agrees to: (i) maintain the collections in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the Administrative Agent and the Receivables Purchasers, as their respective interests may appear; (ii) allocate and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements; provided, that: (A) to the extent the combined amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges, the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13; 13 If the Public Service Commission of Wisconsin (“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s requirements. (B) late payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements, (y) to the Receivables Purchasers to To the extent that any such late payment penalties are included Deposit Account is under the control of the Revolving Facility Agent at any time, the Revolving Facility Agent will act as gratuitous bailee for the Shared Obligations Agents for the purpose of perfecting the Liens of the Shared Obligations Secured Parties in such Deposit Accounts and the Receivables sold cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Receivables PurchasersShared Obligations Secured Parties (including, and (z) otherwise to the Company; and (C) to the extent the Administrative Agent has exercised exclusive control over without limitation, any Deposit Accountduty, it shall allocate the funds on deposit therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction of the Additional Bond Trustee; and (iii) maintain records responsibility or obligation as to the amounts deposited into the Deposit Accountsmaintenance of such control, the amounts remitted therefrom effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 3.02(a)). Unless the Junior Liens on such Revolving Facility First Lien Collateral shall have been or concurrently are released, after the occurrence of Discharge of Senior Secured Debt Obligations, the Revolving Facility Agent shall, at the request of any Shared Obligations Agent, cooperate with the Grantors and the allocation as provided above Shared Obligations Agents (at the expense of the Grantors) in this subsection permitting control of any other Deposit Accounts to be transferred to the Shared Obligations Agents (aor for other arrangements with respect to each such Deposit Accounts reasonably satisfactory to the Shared Obligations Agents to be made). (b) The Initial Bond TrusteeTo the extent that the Shared First Lien Account is under the control of the Designated Shared First Lien Representative at any time, the Initial Bond Issuer, Designated Shared First Lien Representative will act as gratuitous bailees and/or agents for the Additional Bond Trustee, Revolving Facility Agent for the Additional Bond Issuer, purpose of perfecting the Buyer Liens of the Revolving Facility Secured Parties in such account and the Receivables Purchasers shall each have the right to require an accounting from time to time of collections, deposits, allocations cash and remittances by the Company relating to the Deposit Accounts. Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable to the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation other assets therein as provided in the following sentences and Section 3.01 (ii) the Additional Property Servicer may implement estimates for the purposes of determining the amount of collections which are allocable but will have no duty, responsibility or obligation to the Additional Customer PropertyRevolving Facility Secured Parties (including, which allocations will be subject without limitation, any duty, responsibility or obligation as to annual reconciliations the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in accordance with the terms last sentence of this Section 3.02(b)), including by having control of such Shared First Lien Account on behalf of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation Revolving Facility Agent and the other Revolving Facility Secured Parties as provided in contemplated by Section 9-104(5) of the following sentences; provided that unless an Event of Default (as defined in New York UCC. Unless the Initial Indenture or the Additional Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only be required to prepare one Junior Liens on such accounting during any fiscal year. In the event that the estimated remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and Shared First Lien Collateral shall have no claims against been or concurrently are released, after the Receivables Purchasers or the Additional Bond Issuer for such amounts. In the event that the estimated remittances to the Initial Bond Issuer are greater than the actual amounts occurrence of Initial Customer Charge collections, the Initial Property Servicer shall have the right, in accordance with the terms Discharge of the Initial Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall have no claims against the Initial Bond Issuer for such funds. In the event that the estimated remittances to the Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no claims against the Additional Bond Issuer for such funds. Notwithstanding the foregoing, nothing in this paragraph shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting party by such receiving party. (c) The Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement. (d) In no event may the Initial Bond Trustee take any action Senior Secured Debt Obligations with respect to the Initial Customer Charges Shared Obligations, the Shared Obligations Agents shall, at the request of the Revolving Facility Agent, cooperate with the Grantors and the Revolving Facility Agent (at the expense of the Grantors) in a manner that would result in the Initial Bond Trustee obtaining possession of, or any permitting control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Initial Bond Trustee obtains possession of any Collections related such account to be transferred to the Receivables, the Initial Bond Trustee shall notify the Administrative Revolving Facility Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Initial Bond Trustee obtains possession of any collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. In no event may the Additional Bond Trustee take any action (or for other arrangements with respect to the Additional Customer Charges in a manner that would result in the Additional Bond Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or any Deposit Account. In the event that the Additional Bond Trustee obtains possession of any Collections related each such account reasonably satisfactory to the Receivables, the Additional Bond Trustee shall notify the Administrative Revolving Facility Agent of such fact, shall hold such Collections in trust and shall promptly deliver them to the Administrative Agent upon request. In the event that the Additional Bond Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. Except as contemplated by this Section 2 with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon requestbe made).