Common use of General Settlement Procedures Clause in Contracts

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day of each month, the Collection Agent shall prepare and forward to the Agent (i) an Investor Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the SellerSeller or any Originator, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial paymentsa) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. . (b) Prior to the twentieth day tenth Business Day of each month, the Collection Agent shall prepare and forward deliver to the Agent for each Owner of an Eligible Asset (i) an Investor a Monthly Seller Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon at the request of the Agent (with the consent or at the request of any Managing Agent), a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. . (c) Prior to the last day of each Settlement Period during any Below Investment Grace Period, the Collection Agent shall prepare and deliver to the Agent for each Owner of an Eligible Asset (i) a Weekly Seller Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the preceding Settlement Period, and (ii) at the request of the Agent (with the consent or at the request of any Managing Agent), the listing referred to in clause (ii) of Subsection (b) above. (d) On each Business Day during each Settlement Period that occurs during any Collateral Account Period, by no later than 11:00 A.M. (New York City Time), the Collection Agent shall prepare and deliver to the Agent for each Owner of an Eligible Asset (i) a Daily Seller Report, relating to each Eligible Asset, as of the close of business of the Collection Agent during the preceding Settlement Period and (ii) at the request of the Agent (with the consent or at the request of any Managing Agent), the listing referred to in clause (ii) of the preceding sentence. (e) On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller Collection Agent will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; providedPROVIDED, howeverHOWEVER, that, that if the Seller Collection Agent is not the Collection Agentan Originator, the Seller PolyOne shall also advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Seller Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the Seller, Seller or (bii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Affiliate thereof other than the Buyer (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). If on any day any of the representations or warranties in Section 4.01(h3.01(f) are is no longer true with respect to a Pool any Seller Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableSeller Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior If at any time any Obligor is required to pay interest or finance charges in connection with any Receivable or the twentieth day related Contract, then all payments made by such Obligor in connection with such Receivable shall, unless otherwise expressly provided for in the applicable Contract, be applied on account of the Outstanding Balance of such Receivable and not on account of such interest or finance charges, until such time as the Outstanding Balance thereof has been fully repaid. (b) If the amount of the Initial Purchase Price is reduced in accordance with Section 2.02(a), or the amount of the Purchase Price for any date is reduced in accordance with Section 2.02(b), the Seller shall promptly reimburse the Buyer for the amount of such reduction, provided that the Seller’s obligation to reimburse such amount may be set-off against any amount then owing under any Canadian Subordinated Note, in which case the amount so owing by the Buyer under that Canadian Subordinated Note shall be reduced accordingly. (c) The Buyer’s Servicer shall immediately advise the Buyer and the Agent of each monthLiquidation Day. (d) At least two Business Days before each Yield Payment Date, the Collection Agent Buyer’s Servicer shall prepare and forward to the Buyer and the Agent (i) an Investor Report, relating to each Eligible Asseta Receivables Activity Report of the Buyer’s Servicer, as of the close of business of the Collection Agent Buyer’s Servicer on the last day of the immediately preceding monthYield Period, setting forth the calculation of the actual Purchase Price for each Receivable Asset Transferred during such Yield Period, and (ii) upon the request reconciliation of how the Agent, a listing Purchase Price has been paid reflecting the cash paid by Obligor of all Pool Receivables, together with an analysis as the Buyer to the aging of Seller during such Receivables. On or prior Yield Period, the adjustments to and current balance, if any, due from the Buyer to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06Seller under any Canadian Subordinated Note, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, thatadditional cash, if any, to be paid by the Buyer to the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each on such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayYield Payment Date.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the SellerSeller or any Originator, or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments2.09(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior . (b) On or prior to the twentieth day tenth Business Day of each calendar month, the Collection Agent Servicer shall prepare and forward furnish to the Agent for each Owner: (i) an Investor Report, a Seller Report relating to each Eligible AssetReceivable Interest, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing the greatest amount of Pool Receivables, together with a report setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, and (iiC) upon a summary of credit terms applicable to such Pool Receivables under the request of the Agent, applicable Contract, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On , as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent or prior by the Agent at the request of the Required Purchasers. (c) Within 10 days after the end of each calendar month (or more frequently if (x) requested by the Agent or (y) Total Excess Availability shall be less than $50,000,000, but, in the case of clauses (x) and (y), in no event more frequently than once each Business Day) by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Receivables Report relating to the Receivable Interests as at the end of the last calendar day of the Collection immediately preceding month (or such shorter period, not earlier than the immediately preceding Business Day, if requested by Agent) stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and xxxxxxxx of each Originator as of the end of the immediately preceding reporting period, and (iv) such other information as shall be specified from time to time by the Agent or by the Agent at the request of the Required Purchasers. (d) The Servicer shall promptly notify the Agent in writing in the event that at any time the Servicer receives or otherwise gains knowledge that any of the following is required to make a deposit with respect to a Settlement Period true: (i) the Net Receivables Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in the most recent Receivables Report delivered pursuant to Section 2.05 2.09(c) above, or 2.06, (ii) the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and Net Receivables Pool Balance is less than 105% of the allocation Required Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the Net Receivables Pool Balance as a result of a decrease therein, in which case such notice shall also include the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayexcess.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the SellerSeller or the Canadian Originator, or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or the Canadian Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments2.09(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior If at any time any Obligor is required to pay interest or finance charges in connection with any Receivable or the related Contract, then all payments made by such Obligor in connection with such Receivable shall, unless otherwise expressly provided for in the applicable Contract, be applied on account of the Outstanding Balance of such Receivable and not on account of such interest or finance charges, until such time as the Outstanding Balance thereof has been fully repaid. (b) On or prior to the twentieth day tenth Business Day of each calendar month, the Collection Agent Servicer shall prepare and forward furnish to the Agent for each Owner: (i) an Investor Report, a Seller Report relating to each Eligible AssetOwner and the Capital Investment thereof, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing the greatest Dollar Equivalent amount of Pool Receivables, together with a report setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, and (iiC) upon a summary of credit terms applicable to such Pool Receivables under the request of the Agent, applicable Contract, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On , as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent or prior by the Agent at the request of the Required Purchasers. (c) Within 10 days after the end of each calendar month (or more frequently if (x) requested by the Agent or (y) Total Excess Availability shall be less than $50,000,000, but, in the case of clauses (x) and (y), in no event more frequently than once each Business Day) by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Receivables Report relating to each Owner and the Capital Investment thereof as at the end of the last calendar day of the Collection immediately preceding month (or such shorter period, not earlier than the immediately preceding Business Day, if requested by Agent) stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and xxxxxxxx of the Canadian Originator as of the end of the immediately preceding reporting period, and (iv) such other information as shall be specified from time to time by the Agent or by the Agent at the request of the Required Purchasers. (d) The Servicer shall promptly notify the Agent in writing in the event that at any time the Servicer receives or otherwise gains knowledge that any of the following is required to make a deposit with respect to a Settlement Period true: (i) the Net Receivables Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in the most recent Receivables Report delivered pursuant to Section 2.05 2.09(c) above, or 2.06, (ii) the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and Net Receivables Pool Balance is less than 105% of the allocation Required Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the Net Receivables Pool Balance as a result of a decrease therein, in which case such notice shall also include the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayexcess.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as and such reduction or cancellation constitutes a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction)Dilution, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, SECTION 5.01(G). If on any day any of the representations or warranties in Section 4.01(hSECTION 4.01(H) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, SECTION 5.01(G). Except as stated in the preceding sentences of this Section SECTION 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to . (b) On or before the twentieth 25th day of each monthmonth and on the Termination Date, the Collection Agent Servicer shall prepare and forward furnish by facsimile to the Administrative Agent (i) an Investor for each Owner of a Receivable Interest, and shall send by electronic transmission to each Managing Agent, a Monthly Report, completed by the Servicer in all respects and signed by a duly authorized officer of the Servicer, relating to each Eligible AssetReceivable Interest, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding month. The Servicer shall, and (ii) upon from time to time at the reasonable request of the Administrative Agent or any Managing Agent, furnish to the Administrative Agent or such Managing Agent (promptly after any such request) a listing list by Obligor of all Billed Pool Receivables, together with an analysis as to the aging of such Billed Pool Receivables. On or prior to the day the Collection Agent Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section SECTION 2.05 or 2.06, the Seller Servicer will advise the Administrative Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible AssetReceivable Interest; providedPROVIDED, howeverHOWEVER, that, if the Seller WORLDCOM is not the Collection AgentServicer, the Seller WORLDCOM shall advise the Collection Agent Servicer of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day. (c) On each Business Day during each Daily Reporting Period, by not later than 12:00 noon (New York City time), the Servicer shall (i) prepare and furnish by facsimile to the Administrative Agent for each Owner of a Receivable Interest, a Daily Report, stating the information required by the form of Daily Report attached hereto as Exhibit L and such other information as may be specified to the Servicer from time to time by the Administrative Agent and signed by a duly authorized officer of the Servicer, and (ii) send by electronic transmission a copy of such Daily Report to each Managing Agent. (d) On or before the first Business Day of each week during each Weekly Reporting Period, by not later than 12:00 noon (New York City time), the Servicer shall (i) prepare and furnish by facsimile to the Administrative Agent for each Owner of a Receivable Interest a Weekly Report, stating the information required by the form of Weekly Report attached hereto as Exhibit M and such other information as may be specified to the Servicer from time to time by the Administrative Agent and signed by a duly authorized officer of the Servicer, and (ii) send by electronic transmission a copy of such Weekly Report to each Managing Agent.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by applicable law or the underlying relevant Contract, all Collections any payment received from an Obligor of any Receivable Receivables shall be applied to as a Collection of the Pool Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth . (b) If on any day of each month, the Collection Agent shall prepare and forward to the Agent any Pool Receivable (ior portion thereof) an Investor Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, becomes a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06Diluted Receivable, the Seller will advise the Agent shall be deemed to have received on such day a Collection of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of Pool Receivable in the amount of such deposit Diluted Receivable. (c) If and to each outstanding Eligible Asset; providedthe extent the Administrative Agent, howeverany Managing Agent or any Purchaser shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, that, if such amount shall be deemed not to have been so received but rather to have been retained by the Seller is not and, accordingly, the Collection Administrative Agent, such Managing Agent or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and only to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (d) Within one Business Day after the end of each Fixed Period in respect of which Yield is computed by reference to the CP Rate, the relevant Managing Agent shall advise furnish the Collection Agent Seller with an invoice setting forth the amount of the occurrence accrued and unpaid Yield and Fees for such Fixed Period with respect to the Receivable Interests held by the Conduit Purchaser(s) in such Managing Agent's Purchaser Group. (e) All payments required to be made hereunder to any Purchaser shall be made by paying such amount to the applicable Purchaser Group Account in accordance with Section 2.08. Upon receipt of each funds, such Liquidation Day and each Provisional Liquidation Day occurring during Managing Agent shall pay such Settlement Period on or prior funds to the related Purchaser(s) owed such day.funds in accordance with the records maintained by such Managing

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by applicable law or the underlying relevant Contract, all Collections any payment received from an Obligor of any Receivable Receivables shall be applied to as a Collection of the Pool Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth . (b) If on any day of each month, the Collection Agent shall prepare and forward to the Agent any Pool Receivable (ior portion thereof) an Investor Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, becomes a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06Diluted Receivable, the Seller will advise the Agent shall be deemed to have received on such day a Collection of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of Pool Receivable in the amount of such deposit Diluted Receivable. (c) If and to each outstanding Eligible Asset; providedthe extent the Administrative Agent, howeverany Managing Agent or any Purchaser shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, that, if such amount shall be deemed not to have been so received but rather to have been retained by the Seller is not and, accordingly, the Collection Administrative Agent, such Managing Agent or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and only to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (d) Within one Business Day after the end of each Fixed Period in respect of which Yield is computed by reference to the CP Rate, the relevant Managing Agent shall advise furnish the Collection Agent Seller with an invoice setting forth the amount of the occurrence accrued and unpaid Yield and Fees for such Fixed Period with respect to the Receivable Interests held by the Conduit Purchaser(s) in such Managing Agent's Purchaser Group. (e) All payments required to be made hereunder to any Purchaser shall be made by paying such amount to the applicable Purchaser Group Account in accordance with Section 2.08. Upon receipt of each funds, such Liquidation Day and each Provisional Liquidation Day occurring during Managing Agent shall pay such Settlement Period on funds to the related Purchaser(s) owed such funds in accordance with the records maintained by such Managing Agent. If a Managing Agent shall have paid to any Purchaser any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or prior (ii) exceeds that which such Purchaser was entitled to receive, such amount shall be promptly repaid to such dayManaging Agent by such Purchaser.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent for each Owner of an Eligible Asset (i) an Investor a Seller Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon at the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; providedPROVIDED, howeverHOWEVER, that, if the Seller is not the Collection Agent, the Seller shall also advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the SellerSeller or any Selling Subsidiary, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Selling Subsidiary (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a Pool Receivable (including, without limitation, each Pool Receivable, if any, that is declared by the Agent not to be an Eligible Receivable pursuant to Section 7.02), the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent for each Owner of an Eligible Asset (i) an Investor a Seller Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon at the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall also advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. If on any day the ----------------------------- Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandiseelectricity, insurance gas, water or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation (which shall be remitted to the Collection Agent and distributed pursuant to Section 2.05 or 2.06 hereof, as applicable). If on any day any of the representations or warranties in Section 4.01(h4.01(h)(ii) are is no longer true with respect to a Pool Receivable, or if on any day any Pool Receivable shall no longer be an Eligible Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable (which shall be remitted to the Collection Agent and distributed pursuant to Section 2.05 or 2.06 hereof, as applicable). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day fifteenth Business Day of each monthmonth (except in the case of January, prior to January 30), the Collection Agent shall prepare and forward to the Agent (i) for each Owner of a Share an Investor Report, relating to each Eligible AssetShare, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible AssetShare; provided, however, that, if the Seller is not -------- ------- the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent for each Owner of an Eligible Asset (i) an Investor a Seller Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon at the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall also advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. If If, on any day the Outstanding Balance of a Pool any Eligible Receivable is either (a) reduced or canceled as a result of either (i) any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, event giving rise to a Dilution or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Affiliate of Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), then, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such Dilution, reduction or cancellation. If If, on any day any of the representations or and warranties in Section 4.01(h) 4.2 of this Agreement are no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full. The Seller or the Servicer, on behalf of the Seller, no later than the fifteenth day after such deemed receipt, shall deposit such amount to the Collection Account for deposit to the Escrowed Amount Subaccount; PROVIDED, HOWEVER, that if a Purchase is made by the Purchaser during such 15-day period, the Purchaser shall reduce the Cash Purchase Price otherwise payable by it for such Purchase by the amount of any such deemed collection, which reduction shall constitute payment in full of such Pool Receivabledeemed collection by the Seller. If and to the extent the Purchaser shall be required for any reason to pay over to an Obligor, any bankruptcy trustee of any Obligor, any Obligor as debtor-in-possession or otherwise any amount received on the Purchaser's behalf hereunder, such amount shall be deemed not to have been so received by the Purchaser, but rather to have been retained by the Seller and, accordingly, the Purchaser shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. Except as stated otherwise provided in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) 2.10, or as otherwise required by applicable law or the underlying relevant Contract, all Collections received from an Obligor of any Receivable Receivables shall be applied to the Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by unless such Obligor designates its payment for application to specific Receivables. Prior to the twentieth day of each month, the Collection Agent shall prepare and forward to the Agent (i) an Investor Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either becomes (ain whole or in part) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationDiluted Receivable. If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a Pool Receivable, or if on any day any Pool Receivable is not an Eligible Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 2.09 and except as required by the Financing Order and as provided in the Servicing Agreement Competition Act (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth twenty-fifth day of each month, the Collection Agent shall prepare and forward to the Agent (i) for each Owner of an Eligible Asset an Investor Report, Report relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 2.07, 2.08, or 2.06, 2.09 the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, Agent the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the SellerSeller or the Canadian Originator, or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or the Canadian Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments2.09(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior If at any time any Obligor is required to pay interest or finance charges in connection with any Receivable or the related Contract, then all payments made by such Obligor in connection with such Receivable shall, unless otherwise expressly provided for in the applicable Contract, be applied on account of the Outstanding Balance of such Receivable and not on account of such interest or finance charges, until such time as the Outstanding Balance thereof has been fully repaid. (b) On or prior to the twentieth day tenth Business Day of each calendar month, the Collection Agent Servicer shall prepare and forward furnish to the Agent for each Owner: (i) an Investor Report, a Seller Report relating to each Eligible AssetOwner and the Capital Investment thereof, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing the greatest Dollar Equivalent amount of Pool Receivables, together with a report setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, and (iiC) upon a summary of credit terms applicable to such Pool Receivables under the request of the Agent, applicable Contract, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On , as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent or prior by the Agent at the request of the Required Purchasers. (c) Within 10 days after the end of each calendar month (or more frequently if (x) requested by the Agent or (y) Total Excess Availability shall be less than $50,000,000, but, in the case of clauses (x) and (y), in no event more frequently than once each Business Day) by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Receivables Report relating to each Owner and the Capital Investment thereof as at the end of the last calendar day of the Collection immediately preceding month (or such shorter period, not earlier than the immediately preceding Business Day, if requested by Agent) stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and bxxxxxxx of the Canadian Originator as of the end of the immediately preceding reporting period, and (iv) such other information as shall be specified from time to time by the Agent or by the Agent at the request of the Required Purchasers. (d) The Servicer shall promptly notify the Agent in writing in the event that at any time the Servicer receives or otherwise gains knowledge that any of the following is required to make a deposit with respect to a Settlement Period true: (i) the Net Receivables Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in the most recent Receivables Report delivered pursuant to Section 2.05 2.09(c) above, or 2.06, (ii) the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and Net Receivables Pool Balance is less than 105% of the allocation Required Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the Net Receivables Pool Balance as a result of a decrease therein, in which case such notice shall also include the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayexcess.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (bii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation (which shall be remitted to the Collection Agent and distributed pursuant to Section 2.05 or 2.06 hereof, as applicable). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day 15th Business Day of each month, the Collection Agent shall prepare and forward to the Agent for each Owner of a Share (iA) an Investor Seller Report, relating to each Eligible AssetShare, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (iiB) upon the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables, as of such last day. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible AssetShare; provided, however, provided that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such day.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the SellerSeller or any Originator, or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments2.09(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior . (b) On or prior to the twentieth day tenth Business Day of each calendar month, the Collection Agent Servicer shall prepare and forward furnish to the Agent for each Owner: (i) an Investor Report, a Seller Report relating to each Eligible AssetReceivable Interest, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing the greatest dollar amount of Pool Receivables, together with a report setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, and (iiC) upon a summary of credit terms applicable to such Pool Receivables under the request of the Agent, applicable Contract, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. , as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent or by the Agent at the request of the Required Purchasers. (c) On the second Business Day of each week (or prior more frequently if requested by the Agent, but in no event more frequently than once each Business Day) by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the day Agent for the Collection Owners a Receivables Report relating to the Receivable Interests as at the end of the last Business Day of the immediately preceding week (or such shorter period, not earlier than the immediately preceding Business Day, if requested by Agent) stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and xxxxxxxx of each Originator as of the end of the immediately preceding reporting period, and (iv) such other information as shall be specified from time to time by the Agent or by the Agent at the request of the Required Purchasers. (d) The Servicer shall promptly notify the Agent in writing in the event that at any time the Servicer receives or otherwise gains knowledge that any of the following is required to make a deposit with respect to a Settlement Period true: (i) the Net Receivables Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in the most recent Receivables Report delivered pursuant to Section 2.05 2.09(c) above, or 2.06, (ii) the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and Net Receivables Pool Balance is less than 105% of the allocation Required Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the Net Receivables Pool Balance as a result of a decrease therein, in which case such notice shall also include the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayexcess.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h) are no longer true with respect to a Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable. Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by applicable law or the underlying relevant Contract, all Collections any payment received from an Obligor of any Receivable Receivables shall be applied to as a Collection of the Pool Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth . (b) If on any day of each month, the Collection Agent shall prepare and forward to the Agent any Pool Receivable (ior portion thereof) an Investor Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, becomes a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06Diluted Receivable, the Seller will advise the Agent shall be deemed to have received on such day a Collection of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of Pool Receivable in the amount of such deposit Diluted Receivable. (c) If and to each outstanding Eligible Asset; providedthe extent the Administrative Agent, howeverany Managing Agent or any Purchaser shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, that, if such amount shall be deemed not to have been so received but rather to have been retained by the Seller is not and, accordingly, the Collection Administrative Agent, such Managing Agent or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and only to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (d) Within one Business Day after the end of each Fixed Period in respect of which Yield is computed by reference to the CP Rate, the relevant Managing Agent shall advise furnish the Collection Agent Seller with an invoice setting forth the amount of the occurrence accrued and unpaid Yield and Fees for such Fixed Period with respect to the Receivable Interests held by the Conduit Purchaser(s) in such Managing Agent’s Purchaser Group. (e) All payments required to be made hereunder to any Purchaser shall be made by paying such amount to the applicable Purchaser Group Account in accordance with Section 2.08. Upon receipt of each funds, such Liquidation Day and each Provisional Liquidation Day occurring during Managing Agent shall pay such Settlement Period on funds to the related Purchaser(s) owed such funds in accordance with the records maintained by such Managing Agent. If a Managing Agent shall have paid to any Purchaser any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or prior (ii) exceeds that which such Purchaser was entitled to receive, such amount shall be promptly repaid to such dayManaging Agent by such Purchaser.

General Settlement Procedures. If on any day the Outstanding Balance of a Pool Receivable is either (a) reduced as a result of any defective, rejected or returned merchandise, insurance or services, any cash discount, or any adjustment by the Seller, or (b) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 4.01(h3.01(f) are is no longer true with respect to a Pool any Seller Receivable, the Seller to which such Seller Receivable shall have been originally owed shall be deemed to have received on such day date a Collection in full of such Pool ReceivableSeller Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to the twentieth day of each month, the Collection Agent shall prepare and forward to the Agent . (ib) an Investor Report, relating to each Eligible Asset, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) upon the request of the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On or prior to the day the Collection Agent Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.062.06 of either Purchase Agreement, the Seller will Buyer's Servicer shall advise the Buyer and the Administrative Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection AgentReceivable Interest. (c) At least two Business Days before each Settlement Date, the Seller Buyer's Servicer shall advise prepare and forward to the Collection Buyer and the Administrative Agent a Monthly Report, certified by a senior financial officer (which for this purpose shall include any of the occurrence Chief Financial Officer, Treasurer, Assistant Treasurer or Controller) of each such Liquidation Day and each Provisional Liquidation Day occurring the Buyer's Servicer, as of the close of business of the Buyer's Servicer on the last day of the immediately preceding Settlement Period, relating to the Receivable Assets during such Settlement Period and setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such Settlement Period, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the Buyer to each Seller during such Settlement Period, the adjustments to and current balance, if any, due from the Buyer to each Seller under its Subordinated Note, and the amount of additional cash, if any, to be paid by the Buyer to each Seller on or prior to such daySettlement Date.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the SellerSeller or any Originator, or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments2.09(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior . (b) On or prior to the twentieth day tenth Business Day of each calendar month, the Collection Agent Servicer shall prepare and forward furnish to the Agent for each Owner: (i) an Investor Report, a Seller Report relating to each Eligible AssetReceivable Interest, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing the greatest dollar amount of Pool Receivables, together with a report setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, and (iiC) upon a summary of credit terms applicable to such Pool Receivables under the request of the Agent, applicable Contract, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On , as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent or prior by the Agent at the request of the Required Purchasers. (c) Within 10 days after the end of each calendar month (or more frequently if (x) requested by the Agent or (y) Excess Availability shall be less than $50,000,000, but, in the case of clauses (x) and (y), in no event more frequently than once each Business Day) by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Receivables Report relating to the Receivable Interests as at the end of the last calendar day of the Collection immediately preceding month (or such shorter period, not earlier than the immediately preceding Business Day, if requested by Agent) stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and bxxxxxxx of each Originator as of the end of the immediately preceding reporting period, and (iv) such other information as shall be specified from time to time by the Agent or by the Agent at the request of the Required Purchasers. (d) The Servicer shall promptly notify the Agent in writing in the event that at any time the Servicer receives or otherwise gains knowledge that any of the following is required to make a deposit with respect to a Settlement Period true: (i) the Net Receivables Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in the most recent Receivables Report delivered pursuant to Section 2.05 2.09(c) above, or 2.06, (ii) the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and Net Receivables Pool Balance is less than 105% of the allocation Required Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the Net Receivables Pool Balance as a result of a decrease therein, in which case such notice shall also include the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayexcess.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the SellerSeller or any Originator, or (bii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). If on any day any of the representations or warranties in Section 4.01(h) are is no longer true with respect to a any Pool Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableReceivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments2.09(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior . (b) On or prior to the twentieth day tenth Business Day of each calendar month, the Collection Agent Servicer shall prepare and forward furnish to the Agent for each Owner: (i) an Investor Report, a Seller Report relating to each Eligible AssetReceivable Interest, as of the close of business of the Collection Agent Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing the greatest amount of Pool Receivables, together with a report setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, and (iiC) upon a summary of credit terms applicable to such Pool Receivables under the request of the Agent, applicable Contract, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables. On , as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent or prior by the Agent at the request of the Required Purchasers. (c) Within 10 days after the end of each calendar month (or more frequently if (x) requested by the Agent or (y) Total Excess Availability shall be less than $50,000,000, but, in the case of clauses (x) and (y), in no event more frequently than once each Business Day) by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Receivables Report relating to the Receivable Interests as at the end of the last calendar day of the Collection immediately preceding month (or such shorter period, not earlier than the immediately preceding Business Day, if requested by Agent) stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding reporting period, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and bxxxxxxx of each Originator as of the end of the immediately preceding reporting period, and (iv) such other information as shall be specified from time to time by the Agent or by the Agent at the request of the Required Purchasers. (d) The Servicer shall promptly notify the Agent in writing in the event that at any time the Servicer receives or otherwise gains knowledge that any of the following is required to make a deposit with respect to a Settlement Period true: (i) the Net Receivables Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in the most recent Receivables Report delivered pursuant to Section 2.05 2.09(c) above, or 2.06, (ii) the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and Net Receivables Pool Balance is less than 105% of the allocation Required Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the Net Receivables Pool Balance as a result of a decrease therein, in which case such notice shall also include the amount of such deposit to each outstanding Eligible Asset; provided, however, that, if the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayexcess.

General Settlement Procedures. (a) If on any day the Outstanding Balance of a Pool Seller Receivable is either (ai) reduced as a result of any defective, rejected or returned merchandise, insurance goods or services, any cash discount, or any adjustment by the Seller, Seller or (bii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Affiliate thereof other than the Buyer (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellationcancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). If on any day any of the representations or warranties in Section 4.01(h3.01(f) are is no longer true with respect to a Pool any Seller Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool ReceivableSeller Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). Except as stated in the preceding sentences of this Section 2.07 and except as required by the Financing Order and as provided in the Servicing Agreement (with respect to the application of partial payments) 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables. Prior to . (b) The Buyer’s Servicer shall immediately advise the twentieth day Buyer and the Agent of each monthLiquidation Day. (c) At least two Business Days before each Yield Payment Date, the Collection Agent Buyer’s Servicer shall prepare and forward to the Buyer and the Agent (i) an Investor Report, relating to each Eligible Asseta Receivables Activity Report of the Buyer’s Servicer, as of the close of business of the Collection Agent Buyer’s Servicer on the last day of the immediately preceding monthYield Period, setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such Yield Period, and (ii) upon the request reconciliation of how the Agent, a listing by Obligor of all Pool Receivables, together with an analysis as Purchase Price has been paid reflecting the cash advanced from the Buyer to the aging of Seller during such Receivables. On or prior Yield Period, the adjustments to and current balance, if any, due from the Buyer to the day the Collection Agent is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06Seller under its Second Amended and Restated Subordinated Note, the Seller will advise the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Eligible Asset; provided, however, thatadditional cash, if any, to be paid by the Buyer to the Seller is not the Collection Agent, the Seller shall advise the Collection Agent of the occurrence of each on such Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period on or prior to such dayYield Payment Date.