Common use of Liquidation Settlement Procedures Clause in Contracts

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date), the Agent shall deposit to the Agent’s Account the Collections of Pool Receivables received on such day and shall apply them as follows: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.

Liquidation Settlement Procedures. (a) On the Liquidation --------------------------------- Day of a Receivable Interest and on each Liquidation Day (including, without limitationday thereafter, the Special Termination Date)Collection Agent shall set aside and hold in trust for the holder of such Receivable Interest, the percentage evidenced by such Receivable Interest of Collections received on such day. On the last day of each Tranche Period of a Receivable Interest after the occurrence of its Liquidation Day, the Collection Agent shall deposit remit to the Agent’s Account 's account the Collections amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to Section 1.8 prior to such day, but not to exceed the sum of Pool Receivables received on such day and shall apply them as follows: (i) the accrued Discount for such Receivable Interest, (ii) the Capital of such Receivable Interest, and (iii) the aggregate of all other amounts then owed hereunder by Seller to the Purchasers. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, to pay obligations reimbursement of the Agent's costs of collection and enforcement of this Agreement, second, in reduction of the Capital of the Receivable Interests, third, in payment of all accrued Discount for the Receivable Interests and fourth, in payment of all other amounts payable to the Purchasers. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount and all other amounts payable by the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to Purchasers hereunder shall be allocated ratably among the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees Agent and the aggregate Purchasers in accordance with such amounts owing to each of any other amounts then accrued or owed hereunder by them. Following the Seller to such Owners, and to date on which the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (Aggregate Unpaids are reduced to zero) of , the Capital of each Receivable Interest; (v) fifth, Collection Agent shall pay to the Agent’s Account to be Seller any remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, Collection Agent pursuant to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis Section 1.7.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date)Day, the Agent shall deposit transfer to the Agent’s Sweep Account the Collections of Pool Receivables received on such day day, and the Agent shall apply them such Collections, and all amounts held in the Cash Assets Account, as follows: (i) first, to pay obligations Obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations Obligations of the Seller to the Owners and the Issuing Banks Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer (if the Servicer is not Equistar or an Affiliate of Equistar) in payment of the accrued Servicer Fee payable with respect to such Receivable Interestthen due and payable, and to the Owners Purchasers in payment of the accrued Yield, Unused Commitment Fees, L/C Fees then due and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Feespayable; (iv) fourth, to the Owners Purchasers in payment of the accrued Yield then due and payable; (v) fifth, to the Purchasers in reduction (to zero) of the Capital Investments in respect of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners Purchasers or a Co-Asset Agent in ratable payment of any other amounts Obligations owed by the Seller hereunder or under any other Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and; (vii) seventh, to the Servicer (if the Servicer is Equistar or an Affiliate of Equistar) in payment of the accrued Servicer Fee then due and payable; and (viii) to the extent of any remainder, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation amounts described in any of clauses first, second, third, fourth, fifth fifth, sixth and sixth seventh above, the available funds being applied with respect to any such obligations amounts (unless otherwise specified in such clause) shall be allocated to the payment of the obligations amounts referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ ’s or the OwnersPurchasers’ interest in the aggregate outstanding obligations amounts described in such clause. Payments to the Seller under clause (viii) of Section 2.8 shall be made, solely for administrative convenience as requested by the Seller so as to effect payment on behalf of the Seller of amounts payable by the Seller to the Originators for so long as the ABF Agreement is in effect, to the “Sweep Account” as defined in the ABF Agreement.

Liquidation Settlement Procedures. (a) On the Liquidation Day of a Receivable Interest and on each day thereafter, the Servicer shall set aside and hold in trust for the holder of such Receivable Interest, the percentage evidenced by such Receivable Interest of Collections received on such day. On each Settlement Date after the occurrence of the Liquidation Day (including, without limitationin respect of such Receivable Interest, the Special Termination Date), the Agent Servicer shall deposit remit to the Agent’s Account 's account the Collections amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to Section 1.8 prior to such day, but not to exceed the sum of Pool Receivables received on such day and shall apply them as follows: (i) firstthe accrued Discount or Funding Charges for, and Servicing Fee allocable to, such Receivable Interest, (ii) the Capital of such Receivable Interest, and (iii) the aggregate of all other amounts then owed hereunder by Seller to the Purchasers. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds FIRST, to reimbursement of the Agent's costs of collection and enforcement of this Agreement, SECOND, if the Servicer is not the Seller or any Affiliate of the Seller, to enable the applicable Purchasers to pay obligations their allocable portion of the accrued Servicing Fee, THIRD, in reduction of the Capital of the Receivable Interests, FOURTH, in payment of all accrued Discount and Funding Charges for the Receivable Interests, FIFTH, in payment of all other amounts payable to the Purchasers, and SIXTH, if the Seller or any Affiliate of the Seller is the Servicer, to enable the applicable Purchasers to pay their allocable portion of the accrued Servicing Fee. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount, Funding Charges and all other amounts payable by the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in respect accordance with such amounts owing to each of any expense reimbursements or indemnities then due them. Following the date on which the Aggregate Unpaids are reduced to such Persons; (iii) thirdzero, to the Servicer in payment of the accrued Servicer Fee payable with respect shall pay to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of Seller any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, pursuant to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis Section 1.7.

Liquidation Settlement Procedures. (a) On the last day of each Liquidation Day (including, without limitationTranche Period to occur on or after the Termination Date, the Special Termination Date), the Agent Master Servicer shall deposit to the Agent’s Account 's account to the Collections extent not already so deposited, for the benefit of Pool Receivables received the Company or the Bank Investors, as applicable, from amounts on such day and shall apply them as follows: deposit in the Collection Account, the sum of (i) firstthe accrued Discount for such Tranche Period, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations the portion of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due Net Investment allocated to such Persons; Tranche Period, and (iii) thirdall other Aggregate Unpaids. On such day, the Master Servicer shall deposit to its account, from amounts on deposit in the Collection Account which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Master Servicer to distribute funds in payment in full of the aforementioned amounts, the Master Servicer shall distribute funds first, in payment of the accrued Servicer Fee payable with respect to such Receivable InterestDiscount, second, if the Parent or any Affiliate of the Parent is not then the Master Servicer, to the Owners Master Servicer's account, in payment of the accrued YieldServicing Fee payable to the Master Servicer, Unused Commitment Feesthird, L/C Fees and in reduction of the aggregate Net Investment allocated to any Tranche Period ending on such date, fourth, in payment of any other amounts then accrued or owed hereunder all fees payable by the Seller Pledgors hereunder, fifth, in payment of all other Aggregate Unpaids and sixth, if the Parent or any Affiliate of the Parent is the Master Servicer, to such Ownersits account as Master Servicer, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourthServicing Fee payable to such Person as Master Servicer. The Agent, upon its receipt of such amounts in the Agent's account, shall distribute such amounts to the Owners in reduction (Company and/or the Bank Investors entitled thereto as set forth above; provided that if the Agent shall have insufficient funds to zero) pay all of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held above amounts in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of full on any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth abovesuch date, the available funds being applied Agent shall pay such amounts in the order of priority set forth above and, with respect to any such obligations category above for which the Agent shall have insufficient funds to pay all amounts owing on such date, ratably (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date on which the Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Agent, on behalf of the Servicer’sCompany and the Bank Investors, shall be deemed to have automatically re-assigned to the Pledgors all of the Agent’s's right, Issuing Banks’ or the Owners’ title and interest in and to the aggregate outstanding obligations described Affected Assets (including the Pledged Interest), (ii) the Master Servicer shall pay to the Pledgors any remaining amounts on deposit in the Collection Account and (iii) the Agent, on behalf of the Company and the Bank Investors, shall execute and deliver to the Pledgors, at the Pledgors' expense, such clausedocuments or instruments as are necessary to terminate the Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Pledgors.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date)Day, the Agent shall shall, out of the Collections of Pool Receivables received on such day, deposit to the Agent’s Account the Collections of Pool Receivables received on such day and shall apply them as follows: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable InterestFee, if any, then payable, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable InterestOwner; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (viivi) seventhsixth, subject to Sections 2.10(f) and 11.09(b), to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fourth and fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause. (b) In the case of Collections of Canadian Dollar Receivables, the Agent shall convert such Collections to U.S. Dollars in accordance with Agent’s normal practices and procedures and all payments set forth in clause (a) above will be in U.S. Dollars. (c) Any application of the Collections to amounts owing by the Seller is without limitation to the obligation of the Seller to pay such amounts and made pursuant to the rights of the Agent and the Owners under Sections 2.10(f) and 11.09(b).

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, (A) to the extent the Seller has any deposit accounts (other than any Lockbox Account) holding Collections or the proceeds thereof, shall transfer all amounts on deposit therein to the Collection Account, (B) transfer all amounts then on deposit in the Retention Account to the Collection Account and (C) shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c) and amounts which are not allocable to the Purchaser Interests) in the following priority: (a) On each Liquidation Day (including, without limitation, if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the Special Termination Date), the Agent shall deposit to the Agent’s Account the Collections of Pool Receivables received on such day responsibilities and shall apply them as follows: (i) first, to pay obligations of the Seller Servicer in accordance with Section 11.02, then to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due Successor Servicer an amount equal to the Agentits accrued and unpaid Successor Servicing Fees and Expenses; (iib) secondto the Purchasers, ratably, an amount equal to pay obligations accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Seller to Commercial Paper (or other funding source) maintaining the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such PersonsCapital Investment; (iiic) thirdto the Purchasers, an amount equal to the unpaid Investment; (d) to the Administrative Agent, an amount equal to accrued and unpaid Unused Commitment Fees; (e) pro rata, to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and (f) if an Event of Servicer Termination shall not have occurred, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit accrued and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer unpaid Servicing Fee); and (viig) seventh, to the Seller; providedSeller Account, however, that if sufficient funds are not available to fund all payments to be made in respect the balance of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest remaining in the aggregate outstanding obligations described Collection Account after payment in such clausefull of all other amounts set forth in this Section 6.05.

Liquidation Settlement Procedures. (a) If on any Business Day on or prior to the Facility Termination Date, a payment is due pursuant to Section 2.5, the Servicer shall immediately pay to the Administrative Agent, for distribution to the Purchasers, from previously received Collections, the amount specified in such Section for application to reduction of the Aggregate Capital, ratably amongst the Purchasers. (b) On each Liquidation Business Day (including, without limitationon which an Amortization Event has occurred and is continuing and on the Facility Termination Date and each Business Day thereafter, the Special Termination Date)Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Administrative Agent shall deposit to the Administrative Agent’s Account Account, for the benefit of the Purchasers, all Collections of Pool Receivables received on such day day, and the Administrative Agent shall apply them as followsdistribute such funds in the following order of priority: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Servicing Fee payable with respect to such Receivable Interest, to the Owners Servicer; (ii) second, in payment in full of the accrued Yield, CP Costs and Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder fees, if any, payable by the Seller to such Owners, and to the Issuing Banks in payment any of the L/C Issuance FeesAgents or Purchasers; (iii) third, in reduction of the Aggregate Capital to zero; and (iv) fourth, in payment in full of all other Aggregate Unpaids not covered in clauses (i) through (iii) above. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s Account, shall distribute such amounts to the Owners in reduction (Purchasers entitled thereto; provided that if the Administrative Agent shall have insufficient funds to zero) pay all of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held above amounts in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of full on any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth abovesuch date, the available funds being applied Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such obligations category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described amounts in such clausecategories owing to such Persons) among all such Persons entitled to payment thereof.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date), the Agent shall deposit to the Agent’s 's Account the Collections of Pool Receivables received on such day and shall apply them as follows: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks Bank under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks Bank in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s 's Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s's, the Agent’s's, Issuing Banks’ Bank's or the Owners’ ' interest in the aggregate outstanding obligations described in such clause.

Liquidation Settlement Procedures. (a) On the Termination Date and on each Liquidation Business Day (including, without limitationthereafter, the Special Termination Date)Collection Agent shall segregate, set aside and hold in trust for the Purchaser, in the Collection Account, the Agent shall deposit to percentage interest representing the Agent’s Account the Purchased Interest in Collections of Pool Purchased Receivables received on such day and shall apply them as follows:day. (ib) firstOn the Termination Date and on each Business Day thereafter, the amounts set aside in the Collection Account in accordance with clause (a) above shall be withdrawn from the Collection Account solely upon direction of the Deal Agent to be applied in the following order of priority; (A) First, to pay obligations any accrued and unpaid Collection Agent Fee (if the Collection Agent is a party other than the Originator or an Affiliate thereof) which is then due and payable, and (B) second, to be retained in the Collection Account to the extent of any daily accrued and unpaid amounts of such Collection Agent Fee which are not then due and payable, until the next relevant payment date therefor, and not to be applied to any of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agentfollowing items; (ii) (A) First, to pay accrued and unpaid Yield which is then due and payable, and (B) second, to pay obligations be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Yield which are not then due and payable, and not to be applied to any of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Personsfollowing items; (iii) third(A) First, to the Servicer in payment of the accrued Servicer Fee payable with respect pay all Capital then outstanding relating to such Receivable Interestany Yield which is then due and payable, and (B) second, to be retained in the Owners in payment of Collection Account to the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate extent of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance FeesCapital remaining outstanding; (iv) fourth(A) First, to pay accrued and unpaid Liquidity Fee which is then due and payable, and (B) second, to be retained in the Owners in reduction (Collection Account to zero) the extent of any accrued and unpaid amounts of such Liquidity Fee which are not then due and payable, and not to be applied to any of the Capital of each Receivable Interestfollowing items; (vA) fifthFirst, to pay accrued and unpaid Program Fee which is then due and payable, and (B) second, to be retained in the Agent’s Collection Account to the extent of any accrued and unpaid amounts of such Program Fee which are not then due and payable, and not to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect applied to undrawn Letters of Credit, an amount equal to 105% any of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Creditfollowing items; (vi) sixth(A) First, to pay any Administrative Fee which is then due and payable, and (B) second, to be retained in the Owners Collection Account to the extent of the Administrative Fee payable in ratable respect of the next succeeding annual period, until the next relevant payment date therefor, and not to be applied to any of the following items; (A) First, to pay the portion of any other amounts owed accrued and unpaid obligations which have not been paid pursuant to clauses (i) through (vi) above and which are then due and payable by the Seller hereunder to the Purchaser or the Deal Agent under this Agreement or any Transaction Document of the other Facility Documents, and (includingB) second, without limitationto be retained in the Collection Account to the extent of any accrued and unpaid amounts of such obligations which are not then due and payable, all fees payable hereunder until the next relevant payment date therefor, and not paid above except to be applied to any of the following items; (viii) (A) First, to pay any accrued and unpaid Collection Agent Fee (if the Collection Agent is the Originator or an Affiliate thereof) which is then due and payable, and (B) second, to be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Collection Agent Fee which are not then due and payable, until the next relevant payment date therefor. Following the Collection Date, the Collection Agent shall pay to the Seller any remaining Collections set aside and held by the Collection Agent pursuant to clause (a) of this Section 2.06. (c) If at any time on or after the Termination Date, the Deal Agent or the Seller determines that as of the close of business on the day immediately preceding the Termination Date the outstanding amount of Capital was greater than the lesser of (i) the Purchase Limit, or (ii) the Capital Limit, then the Seller shall immediately pay to the Deal Agent, for the Servicer Fee); and benefit of the Purchaser, the amount (viito be applied against Capital) seventh, which would have been required to make the outstanding amount of Capital equal to the Seller; providedlesser of (i) the Purchase Limit, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, or (ii) the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment Capital Limit on or as of the obligations referred to in such clause ratably, based close of business on the proportion of date immediately preceding the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseTermination Date.

Liquidation Settlement Procedures. (a) On the Termination Date and on each Liquidation Day (includingday thereafter, without limitationwith respect to each Eligible Asset, the Special Termination DateCollection Agent shall set aside and hold in trust for the Banks (ratably in accordance with each such Bank's Percentage of each such Eligible Asset), the Collections of Pool Receivables allocable in respect of such Eligible Asset received on such day. On each Payment Date for each Eligible Asset occurring on or after the Termination Date, but without limitation to the Seller's obligations under Section 2.10(a) of this Agreement, the Collection Agent shall deposit to the Agent’s Account 's account, as described in Section 2.08 below, the Collections of Pool Receivables received on such day and shall apply them as follows: (i) first, to pay obligations of the Seller amounts set aside pursuant to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable preceding sentence with respect to such Receivable InterestEligible Asset, together with any remaining amounts set aside pursuant to Section 2.05 prior to the Owners in payment Termination Date, but not to exceed the sum of (a) the accrued YieldYield for such Eligible Asset, Unused Commitment Fees, L/C Fees (b) the Capital of such Eligible Asset and (c) the aggregate amount of any other amounts then accrued or owed hereunder by the Seller to such Owners, and any Bank. Upon receipt of funds deposited to the Issuing Agent's account pursuant to the preceding sentences, the Agent shall distribute them to the Banks (x) ratably in accordance with each Bank's Percentage of such Eligible Asset (i) if the Ratings Requirement was not satisfied as of the Termination Date, in payment of the L/C Issuance Fees; (iv) fourthaccrued Yield for such Eligible Asset, but only to the Owners extent that the Seller has not satisfied its obligations under Section 2.10(a) with respect to such Payment Date, (ii) in reduction (to zero) of the Capital of each Receivable Interest; such Eligible Asset, and (viii) fifthif the Ratings Requirement was satisfied as of the Termination Date, in payment of the accrued Yield for such Eligible Asset, but only to the Agent’s Account to be set aside and held in trust for extent that the Purchasers as security for repayment of all amounts Seller has not satisfied its obligations under Section 2.10(a) with respect to undrawn Letters of Creditsuch Payment Date, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (viy) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under to any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except Bank. If there shall be insufficient funds on deposit for the Servicer Fee); and (vii) seventhAgent to distribute funds in payment in full of the aforementioned amounts, to the Seller; providedAgent shall distribute funds, howeverfirst, that if sufficient funds are the Ratings Requirement was not available to fund all payments to be made satisfied as of the Termination Date, in respect payment of any obligation described in any of clauses firstthe accrued Yield for such Eligible Asset, second, in reduction of Capital of such Eligible Asset, third, fourthif the Ratings Requirement was satisfied as of the Termination Date, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred accrued Yield for such Eligible Asset, and fourth, in payment of other amounts payable to any Bank. On the first Business Day following the Collection Date, the Collection Agent shall pay to the Seller any remaining Collections set aside and held by the Collection Agent pursuant to the first sentence of this Section 2.06. Notwithstanding anything to the contrary in such clause ratablythis Section 2.06, based on the proportion Collection Agent shall not be required to segregate Collections set aside for the benefit of the Servicer’s, Banks preceding remittance thereof to the Agent’s, Issuing Banks’ or Agent unless the Owners’ interest Agent shall have so requested as contemplated in the aggregate outstanding obligations described in such clauseSection 6.02(b).

Liquidation Settlement Procedures. On the Liquidation --------------------------------- Day of a Receivable Interest and on each day thereafter: (a) the Servicer shall set aside and hold in trust for the holder(s) of such Receivable Interest, the percentage evidenced by such Receivable Interest of all Collections received on such day, including, but not limited to, Collections deemed to have been received on or prior to such day pursuant to Section 1.8 which have not otherwise been paid by the ----------- Seller; and (b) the Servicer shall set aside and hold in trust for the Seller and the holder(s) of such Receivable Interest, as their interests may appear, the remaining portion of the Collections received on such day (the "REMAINING COLLECTIONS"). On the last day of each Tranche Period of a Receivable Interest after the occurrence of its Liquidation Day Day, the Servicer shall remit to the Agent's account the amounts set aside pursuant to clause (a) above, but not to exceed the sum of (i) the accrued Discount for such Receivable Interest, (ii) the Capital of such Receivable Interest, (iii) the accrued Servicer Fee for such Receivable Interest, and (iv) the aggregate of all other amounts then owed hereunder or under the other Transaction Documents by Seller to the Purchasers. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds: first, to reimbursement of the Agent's costs of collection and ----- enforcement of this Agreement, second, to the Servicer (if the Servicer is not the Seller, the ------ Originator or an Affiliate thereof) in payment of all accrued Servicer Fee in respect of such Receivable Interest, third, in payment of all accrued and unpaid Discount for such ----- Receivable Interest that are then due and owing, fifth, in payment of all other amounts (including, without limitation, the Special Termination Date----- Deemed Collections, Early Collection Fees and Default Fees, if any), the Agent shall deposit that are then due and owing to the Agent’s Account the Collections of Pool Receivables received on such day Purchasers, and shall apply them as follows: (i) firstsixth, to pay obligations the Servicer (if the Seller, the Originator or an Affiliate ----- thereof is the Servicer) in payment of all accrued Servicer Fee in respect of such Receivable Interest. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount and all other amounts payable or reimbursable by the Seller to the Agent and/or the Purchasers hereunder or under any of the other Transaction Document Documents shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts owing to each of them. To the extent Collections are available for such purpose in accordance with the foregoing, the accrued Servicer Fee in respect of any expense reimbursements, Cash Management Obligations or indemnities then due each Receivable Interest shall be remitted to the Agent; (ii) secondServicer. Remaining Collections shall be held in trust by the Servicer and invested in Permitted Investments selected from time to time by the Seller, to pay obligations with all income and losses from such Permitted Investments and transaction fees arising in connection with the making or liquidation of such Permitted Investments being for the account of the Seller. If any amount payable by the Seller to the Owners and Agent or the Issuing Banks Purchasers under this Agreement or any of the other Transaction Document Documents is not paid within one (1) Business Day after the date when due (such unpaid amount, together with any Default Fee due in respect thereof, being hereinafter referred to as a "DEFICIENCY"), the Servicer shall promptly liquidate a portion of any expense reimbursements or indemnities then due to the Permitted Investments in the amount of such Persons; (iii) third, Deficiency and shall pay such amount to the Servicer in payment Agent for the account of the accrued Servicer Fee payable with respect to such Receivable Interestrelevant Purchaser(s). From and after the Business Day on which all Aggregate Unpaids have been paid in full, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, shall pay to the Seller; provided, however, that if sufficient funds are not available to fund Seller all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseremaining Collections.

Liquidation Settlement Procedures. On each Business Day on and after the Facility Termination Date, the Collateral Agent shall: (a) On each Liquidation transfer all amounts then on deposit in the Retention Account to the Collection Account; (b) transfer all amounts in the Collection Account in the following priority: (i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and (ii) to the Capital Investment Sub-Account, the balance; (c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following priority: (i) if an Event of Termination has occurred and a Successor Servicer has been appointed, to the Successor Servicer in an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (ii) to the Collateral Account for the account of the Purchaser, in an amount equal to, on any such Business Day on which the Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), accrued and unpaid CP Interest through and including the date of maturity of the Commercial Paper maintaining such Capital Investment; (iii) to the Insurer, any unpaid premiums then owing the Insurer under the Insurance Agreement; (iv) if the Insurance Draws are then outstanding, to the Insurer, an amount equal to accrued and unpaid interest on the Insurance Draws to the extent amounts on deposit in the Deferred Purchase Price Sub-Account are allocated to this subparagraph (iv) pursuant to the terms of the Insurance Agreement; (v) if there are Transaction Liquidity Loans then outstanding, to the Transaction Liquidity Agent on behalf of the Transaction Liquidity Providers, in an amount equal to accrued and unpaid interest on the Transaction Liquidity Loans; (vi) to the Capital Investment Sub-Account: (A) an amount equal to the Dilution Funded Amount; and (B) if there are Transaction Liquidity Loans outstanding or Capital Investment exceeds the Transaction Liquidity Loans then outstanding, all amounts remaining in the Deferred Purchase Price Sub-Account, if any; (vii) to the Letter of Credit Agent, if there are any outstanding LOC Draws in respect of the Seller, in an amount equal to accrued and unpaid interest on such outstanding LOC Draws; (viii) to the Collateral Account, an amount equal to (A) accrued unpaid Daily Yield minus (B) the sum of (i) amounts paid pursuant to Sections 6.05(c)(ii) and 6.05(c)(iv), (ii) amounts paid pursuant to Section 6.05(c)(v), and (iii) amounts paid under Section 6.05(c)(vii); (ix) if an Event of Servicer Termination has not occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; (x) upon payment in full of all amounts set forth in clauses (d)(i)-(d)(viii) below, to an account previously designated by the Seller, in partial payment of the Deferred Purchase Price, the balance, if any; and (d) transfer all amounts in the Capital Investment Sub- Account, in the following priority: (i) to the Collateral Account for the account of the Purchaser, in an amount equal to, (A) on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), accrued and unpaid CP Interest through and including such date, to the extent not paid pursuant to Sections 6.05(c)(ii) and 6.05(c)(viii); and (B) on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), the principal of all Capital Investment in excess of such Transaction Liquidity Loans; (ii) to the Insurer, to the extent amounts on deposit in the Capital Investment Sub-Account are allocated to this subparagraph (d)(ii) pursuant to the terms of the Insurance Agreement, unpaid premiums of the Insurer under the Insurance Agreement to the extent not paid under Section 6.05(c)(iii); (iii) if Insurance Draws are then outstanding, to the Insurer, to the extent amounts on deposit in the Capital Investment Sub-Account are allocated to this subparagraph (d)(iii) pursuant to the terms of the Insurance Agreement, an amount equal to: (A) accrued and unpaid interest on the Insurance Draws to the extent not paid under Section 6.05(c)(iv); and (B) the outstanding amount of Insurance Draws; and (C) any other amounts owing to the Insurer pursuant to the Insurance Policy or the Insurance Agreement, including, without limitation, the Special Termination Date), the Agent shall deposit to the Agent’s Account the Collections of Pool Receivables received on such day any fees and shall apply them as follows: (i) first, to pay obligations expenses of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners Insurer other than Additional Amounts and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance FeesIndemnified Amounts; (iv) fourthif there are Transaction Liquidity Loans outstanding, to the Owners in reduction (to zero) Transaction Liquidity Agent on behalf of the Capital Transaction Liquidity Providers, in an amount equal to: (A) accrued and unpaid interest on the Transaction Liquidity Loans to the extent not paid pursuant to Section 6.05(c)(v); (B) the principal of each Receivable Interestoutstanding Transaction Liquidity Loans; and (C) any other amounts, including any fees, owing to the Transaction Liquidity Agent or Transaction Liquidity Providers in connection with the Transaction Liquidity Loans other than Additional Amounts and Indemnified Amounts; (v) fifth, to the Agent’s Account to be set aside and held in trust Collateral Agent for the Purchasers as security for repayment account of all amounts with respect to undrawn Letters of Creditthe Purchaser, in an amount equal to: (A) all Additional Amounts incurred and payable to 105% of the Letter of Credit Undrawn Amount with respect any Affected Party; and (B) all Indemnified Amounts incurred and payable to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Creditany Indemnified Party; (vi) sixth, to the Owners Letter of Credit Agent, if there are any outstanding LOC Draws in ratable payment respect of the Seller, in an amount equal to: (A) accrued and unpaid interest on such outstanding LOC Draws to the extent not paid pursuant to Section 6.05(c)(vii); (B) the principal of such outstanding LOC Draws; and (C) any other amounts owed by amounts, including fees, owing to the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee)Letter of Credit Agent in connection with such outstanding LOC Draws; and (vii) seventhto the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the sum of (i) amounts paid pursuant to Sections 6.05(c)(ii), 6.05(c)(iv), 6.05(c)(v), 6.05(c)(vii), 6.05(c)(viii), 6.05(d)(i)(A), 6.05(d)(iii)(A), 6.05(d)(iv)(A) and 6.05(d)(vi)(A); (viii) if an Event of Servicer Termination has not occurred, to the SellerServicer in an amount equal to its accrued and unpaid Servicer Fee; provided, however, that if sufficient funds are not available to fund and (ix) upon payment in full of all payments to be made amounts set forth in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth (d)(i)-(d)(viii) above, to an account previously designated by the available funds being applied with respect to Seller, the balance, if any. (e) on the Facility Termination Date and after any date thereafter, on each such obligations (unless otherwise specified date by no later than 11:00 a.m. the Operating Agent shall transfer all amounts then on deposit in such clause) shall be allocated the Retention Account to the payment Collateral Account." SECTION 3.10 AMENDMENT TO SECTION 7.06. Section 7.06 of the obligations referred to in such clause ratably, based on Purchase Agreement is hereby amended by inserting the proportion of following new paragraph 7.06(j) at the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.end thereof:

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account and shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.2(c) and amounts which are not allocable to the Purchaser Interests) in the following priority: (a) On each Liquidation Day (including, without limitation, if a Servicer Termination Event has occurred and a Successor Servicer has assumed the Special Termination Date), the Agent shall deposit to the Agent’s Account the Collections of Pool Receivables received on such day responsibilities and shall apply them as follows: (i) first, to pay obligations of the Seller Servicer in accordance with Section 11.2, then to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due Successor Servicer an amount equal to the Agentits accrued and unpaid Successor Servicing Fees and Expenses; (iib) secondto the Purchasers, ratably, an amount equal to pay obligations accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Seller to Commercial Paper (or other funding source) maintaining the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such PersonsCapital Investment; (iiic) thirdto the Purchasers, an amount equal to the unpaid Capital Investment; (d) to the Administrative Agent, for the account of the Purchasers, an amount equal to accrued and unpaid Unused Facility Fees; (e) all Additional Amounts and Indemnified Amounts incurred and payable to any Indemnified Person; (f) if a Servicer Termination Event shall not have occurred, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit accrued and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer unpaid Servicing Fee); and (viig) seventh, to the Seller; providedSeller Account, however, that if sufficient funds are not available to fund all payments to be made in respect the balance of any obligation described funds remaining after payment in any full of clauses firstall amounts set forth in this Section 6.5 (and, second, third, fourth, fifth and sixth aboveprior to the occurrence of the Redwood Termination Date or the Redwood Transfer Date, the available funds being applied Administrative Agent shall also transfer to the Seller Account on such date any and all interest earned on, and paid by the Depositary with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’sto, the Agent’s, Issuing Banks’ or the Owners’ interest funds on deposit in the aggregate outstanding obligations described in such clauseRetention Account during the preceding Settlement Period).

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitationduring each Settlement Period for each Eligible Asset, the Special Termination Date)Collection Agent shall set aside and hold in trust for the Owner of such Eligible Asset the Collections of Pool Receivables attributable to such Eligible Asset received on such day. On the last day of each Settlement Period for each Eligible Asset, the Collection Agent shall deposit to the Agent’s 's Account for the Collections account of Pool Receivables received on the Owner of such day and shall apply them as follows: Eligible Asset the amounts set aside pursuant to the preceding sentence but not to exceed the sum of (i) firstthe accrued Yield for such Eligible Asset, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) secondthe Capital of such Eligible Asset, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Collection Agent Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees Eligible Asset and (iv) the aggregate amount of any other amounts then accrued or owed hereunder by the Seller to the Owner of such Owners, and Eligible Asset. Any amounts set aside pursuant to the Issuing Banks first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; PROVIDED, HOWEVER, that, if amounts are set aside during such Settlement Period pursuant to the first sentence of this Section 2.06 on any Liquidation Day and thereafter during such Settlement Period the conditions set forth in Section 3.02 are satisfied or are waived by the Agent, such previously set aside amounts shall, to the extent representing a return of Capital, be applied pursuant to clause (ii) of the first sentence of Section 2.05 on the day of such subsegment satisfaction or waiver of conditions. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence or Section 7.07 of the Credit Agreement, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the L/C Issuance Fees; accrued Yield for such Eligible Asset, (ivb) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; such Eligible Asset and (vc) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document to such Owner and (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (viiii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made Collection Agent in respect payment of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied accrued Collection Agent Fee payable with respect to any such obligations (unless otherwise specified in such clause) Eligible Asset. If there shall be allocated insufficient funds on deposit for the Agent to distribute funds in payment in full of the aforementioned amounts, the Agent shall distribute funds, FIRST, in payment of the obligations referred accrued Yield for such Eligible Asset, SECOND, in reduction of Capital of such Eligible Asset, THIRD, in payment of other amounts payable to such Owner, and FOURTH, in such clause ratably, based on the proportion payment of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in accrued Collection Agent Fee payable with respect to such clauseEligible Asset.

Liquidation Settlement Procedures. On the Facility --------------------------------- Termination Date and on each day thereafter, the Servicer shall set aside and hold in trust: (a) On each Liquidation Day (including, without limitationfor the Purchasers, the Special Termination Date), the Agent shall deposit to the Agent’s Account the percentage evidenced by each Receivable Interest of Collections of Pool Receivables received on such day day, and shall apply them as follows(b) for the Seller, all remaining Collections. On each Settlement Date following the Facility Termination Date: (i) firstthe Servicer shall remit to the Agent, by transfer of immediately available funds to pay obligations the account specified in SECTION 2.09(D), the amounts set aside pursuant to SECTION 2.07(A), together with any remaining amounts set aside pursuant to SECTION 2.08 prior to such day, but not to exceed the sum of (A) the accrued Discount for such Receivable Interest, (B) the Capital of such Receivable Interest, (c) the aggregate of all fees and other amounts then owed hereunder or under the Fee Letter by Seller to the Agent under or any Transaction Document in respect of any expense reimbursementsthe Purchasers, Cash Management Obligations or indemnities then due to and (D) the Agent;accrued Monthly Servicing Fee for such Receivable Interest; and (ii) second, the Servicer shall remit to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document Seller's undivided percentage interest of all Collections in respect of any expense reimbursements or indemnities then due such Receivable Interest which are received on and after the Facility Termination Date. If there shall be insufficient funds on deposit for the Servicer to distribute funds to the Agent in payment in full of the amounts described in the foregoing clause (i), the Servicer shall distribute such Persons; (iii) thirdfunds: first, to reimbursement of the Agent's costs of collection and ----- enforcement of the Transaction Documents, second, to the Servicer (if the Servicer is not a Federal-Mogul ------ Affiliate) in payment of the all accrued Servicer Monthly Servicing Fee payable with in respect to of such Receivable Interest, to the Owners third, in payment of the all accrued YieldDiscount and Breakage Costs for such ----- Receivable Interest, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each the Receivable Interest; (v) Interests, ------ fifth, in payment of all Fees and Indemnified Amounts, if any, then ----- due and owing hereunder to the Agent or the Purchasers, and sixth, to the Agent’s Account Servicer (if the Servicer is a Federal-Mogul Affiliate) ----- in payment of all accrued Monthly Servicing Fee in respect of such Receivable Interest. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of costs of collection and enforcement, Discount, Fees, Breakage Costs and/or Indemnified Amounts shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts owing to each of them. To the extent Collections are available for such purpose in accordance with the foregoing, the accrued Monthly Servicing Fee in respect of each Receivable Interest shall be remitted to the Servicer. Following the date on which the Aggregate Unpaids are reduced to zero, the Servicer shall pay to Seller any remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, pursuant to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis SECTION 2.07.

Liquidation Settlement Procedures. (a) On each Business Day during the Liquidation Day (including, without limitationPeriod, the Special Termination Date), the Administrative Agent shall deposit to the Agent’s Account apply the Collections of Pool Receivables received on such day day, and shall apply them all amounts held in the Cash Assets Account, as follows: (i) first, to pay obligations of the Seller to the Administrative Agent and the Co-Collateral Agents under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations Obligations, indemnities or indemnities other amounts then due to the AgentAdministrative Agent and the Co-Collateral Agents; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer Collection Agent (if the Collection Agent is not an Originator or an Affiliate of an Originator) in payment of the accrued Servicer Collection Agent Fee payable with respect to such Receivable Interestthen due and payable, and to the Owners Purchasers in payment of the accrued Yield, Unused Commitment Fees, L/C Fees then due and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Feespayable; (iv) fourth, to the Owners Purchasers in reduction (to zero) payment of the Capital of each Receivable Interestaccrued Yield then due and payable; (v) fifth, to the Agent’s Account Purchasers in reduction (to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% zero) of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of CreditInvestments; (vi) sixth, to the Owners Purchasers in ratable payment of any other amounts obligations owed by the Seller hereunder or under any other Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Collection Agent Fee); and; (vii) seventh, to the Collection Agent (if the Collection Agent is an Originator or an Affiliate of an Originator) in payment of the accrued Collection Agent Fee then due and payable; and (viii) to the extent of any remainder, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation amounts described in any of clauses first, second, third, fourth, fifth fifth, sixth and sixth seventh above, the available funds being applied with respect to any such obligations amounts (unless otherwise specified in such clause) shall be allocated to the payment of the obligations amounts referred to in such clause ratably, based on the proportion of the ServicerPurchaser’s, Collection Agent’s, the Administrative Agent’s, Issuing Banks’ or ’s and the OwnersCo-Collateral Agents’ interest (as applicable) in the aggregate outstanding obligations amounts described in such clause.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date)Day, the Agent shall deposit transfer to the Agent’s Sweep Account the Collections of Pool Receivables received on such day day, and the Agent shall apply them such Collections, and all amounts held in the Cash Assets Account, as follows: (i) first, to pay obligations Obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations Obligations of the Seller to the Owners and the Issuing Banks Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer (if the Servicer is not Lyondell or an Affiliate or Subsidiary of Lyondell) in payment of the accrued Servicer Fee payable with respect to such Receivable Interestthen due and payable, and to the Owners Purchasers in payment of the accrued Yield, Unused Commitment Fees, L/C Fees then due and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Feespayable; (iv) fourth, to the Owners Purchasers in payment of the accrued Yield then due and payable; (v) fifth, to the Purchasers in reduction (to zero) of the Capital Investments in respect of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners Purchasers in ratable payment of any other amounts Obligations owed by the Seller hereunder or under any other Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and; (vii) seventh, to the Servicer (if the Servicer is Lyondell or an Affiliate or Subsidiary of Lyondell) in payment of the accrued Servicer Fee then due and payable; and (viii) to the extent of any remainder, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation amounts described in any of clauses first, second, third, fourth, fifth fifth, sixth and sixth seventh above, the available funds being applied with respect to any such obligations amounts (unless otherwise specified in such clause) shall be allocated to the payment of the obligations amounts referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ ’s or the OwnersPurchasers’ interest in the aggregate outstanding obligations amounts described in such clause.

Liquidation Settlement Procedures. On the Liquidation Day of a Receivable --------------------------------- Interest and on each day thereafter (a) the Servicer shall set aside and hold in trust for the holder(s) of such Receivable Interest, the percentage evidenced by such Receivable Interest of all Collections received on such day, including, but not limited to, Collections deemed to have been received on or prior to such day pursuant to Section 1.8 which have not otherwise been paid by the Seller and (b) ----------- the Servicer shall set aside and hold in trust for the Seller and the holder(s) of such Receivable Interest, as their interests may appear, the remaining portion of the Collections received on such day (the "Remaining Collections"). On and after the Liquidation Day, the Servicer shall, at any time upon the request by (or pursuant to standing instructions from) the Agent (i) remit to the Agent's account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Capital associated with each Liquidation Day such Purchaser Interest and any other Aggregate Unpaids. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds: first, to reimbursement of the Agent's costs of collection and ----- enforcement of this Agreement, second, to the Servicer (if the Servicer is not the Seller or an ------ Affiliate thereof) in payment of all accrued Servicer Fee in respect of such Receivable Interest, third, in payment of all accrued and unpaid CP Costs or Discount, as ----- applicable for such Receivable Interest that are then due and owing, fifth, in payment of all other amounts (including, without limitation, the Special Termination Date----- Deemed Collections, Early Collection Fees and Default Fees, if any), the Agent shall deposit that are then due and owing to the Agent’s Account Purchasers. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of Pool Receivables received on such day fees, expenses, CP Costs, Discount and shall apply them as follows: (i) first, to pay obligations of all other amounts payable or reimbursable by the Seller to the Agent and/or the Purchasers hereunder or under any of the other Transaction Document Documents shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts owing to each of them. To the extent Collections are available for such purpose in accordance with the foregoing, the accrued Servicer Fee in respect of any expense reimbursements, Cash Management Obligations or indemnities then due each Receivable Interest shall be remitted to the Agent; (ii) secondServicer. Remaining Collections shall be held in trust by the Servicer and invested in Permitted Investments selected from time to time by the Seller, to pay obligations with all income and losses from such Permitted Investments and transaction fees arising in connection with the making or liquidation of such Permitted Investments being for the account of the Seller. If any amount payable by the Seller to the Owners and Agent or the Issuing Banks Purchasers under this Agreement or any of the other Transaction Document Documents is not paid within one (1) Business Day after the date when due (such unpaid amount, together with any Default Fee due in respect thereof, being hereinafter referred to as a "Deficiency"), the Servicer shall promptly liquidate a portion of any expense reimbursements or indemnities then due to the Permitted Investments in the amount of such Persons; (iii) third, Deficiency and shall pay such amount to the Servicer in payment Agent for the account of the accrued Servicer Fee payable with respect to such Receivable Interestrelevant Purchaser(s). From and after the Business Day on which all Aggregate Unpaids have been paid in full, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, shall pay to the Seller; provided, however, that if sufficient funds are not available to fund Seller all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseremaining Collections.

Liquidation Settlement Procedures. (a) On the Liquidation Day of a Receivable Interest and on each day thereafter, and on each day during a Commitment Reduction Period, the Servicer shall set aside and hold in trust for the holder of such Receivable Interest, the percentage evidenced by such Receivable Interest of Collections received on such day. On each Settlement Date after the occurrence of the Liquidation Day (including, without limitationin respect of such Receivable Interest, the Special Termination Date), the Agent Servicer shall deposit remit to the Agent’s Account 's account the Collections amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to Section 1.8 prior to such day, but not to exceed the sum of Pool Receivables received on such day and shall apply them as follows: (i) the accrued Discount or Funding Charges for, and Servicing Fee allocable to, such Receivable Interest, (ii) the Capital of such Receivable Interest, and (iii) the aggregate of all other amounts then owed hereunder by Seller to the Purchasers. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds first, to reimbursement of the Agent's costs of collection and enforcement of this Agreement, second, to enable the applicable Purchasers to pay obligations their allocable portion of the accrued Servicing Fee, third, in reduction of the Capital of the Receivable Interests, fourth, in payment of all accrued Discount and Funding Charges for the Receivable Interests and fifth, in payment of all other amounts payable to the Purchasers. Subject to Section 1.12, collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount, Funding Charges and all other amounts payable by the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in respect accordance with such amounts owing to each of any expense reimbursements or indemnities then due them. Following the date on which the Aggregate Unpaids are reduced to such Persons; (iii) thirdzero, to the Servicer in payment of the accrued Servicer Fee payable with respect shall pay to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of Seller any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, pursuant to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis Section 1.7.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date), the Agent Servicer (or, if an Event of Termination shall have occurred and be continuing, the Agent) shall deposit to the Agent’s Account (x) during the occurrence and continuance of an Event of Termination, the Collections of Pool Receivables received on such day and or (y) otherwise, the Collections of Pool Receivables attributable to the Receivable Interests received on such day, which in each case shall apply them be applied as follows: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer (if the Servicer is not Chemtura or an Affiliate of Chemtura) in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, Interest and to the Owners Purchasers in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance FeesPurchasers; (iv) fourth, to the Owners Purchasers in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller to the Purchasers hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (viivi) seventhsixth, to the Servicer (if the Servicer is Chemtura or an Affiliate of Chemtura) in payment of the accrued Servicer Fee and, to the extent of any remainder, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ ’s or the OwnersPurchasers’ interest in the aggregate outstanding obligations described in such clause.

Liquidation Settlement Procedures. (aOn the Termination Date and on each day thereafter, the Collection Agent shall set aside and hold in trust for the Owner(s) of each Eligible Asset, the Collections of Pool Receivables allocable in respect of such Eligible Asset received on such day. On each Liquidation Day (includingPayment Date for each Eligible Asset occurring on or after the Termination Date, but without limitationlimitation to the Seller's obligations under Section 2.10(a) of this Agreement, the Special Termination Date), the Collection Agent shall deposit to the Agent’s Account 's account, as described in Section 2.08 below, the Collections of Pool Receivables received on such day and shall apply them as follows: (i) first, to pay obligations of the Seller amounts set aside pursuant to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable preceding sentence with respect to such Receivable InterestEligible Asset, together with any remaining amounts set aside pursuant to Section 2.05 prior to the Owners in payment Termination Date, but not to exceed the sum of (a) the accrued YieldYield for such Eligible Asset, Unused Commitment Fees, L/C Fees (b) the Capital of such Eligible Asset and (c) the aggregate amount of any other amounts then accrued or owed hereunder by the Seller to the Owner(s) of such Owners, and Eligible Asset. Upon receipt of funds deposited to the Issuing Banks Agent's account pursuant to the preceding sentences, the Agent shall distribute them to the Owner(s) of such Eligible Asset (x) ratably in accordance with their respective interests therein, (i) if the Ratings Requirement was not satisfied as of the Termination Date, in payment of the L/C Issuance Fees; (iv) fourthaccrued Yield for such Eligible Asset, but only to the Owners extent that the Seller has not satisfied its obligations under Section 2.10(a) with respect to such Payment Date, (ii) in reduction (to zero) of the Capital of each Receivable Interest; such Eligible Asset, and (viii) fifthif the Ratings Requirement was satisfied as of the Termination Date, in payment of the accrued Yield for such Eligible Asset, but only to the Agent’s Account to be set aside and held in trust for extent that the Purchasers as security for repayment of all amounts Seller has not satisfied its obligations under Section 2.10(a) with respect to undrawn Letters of Creditsuch Payment Date, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (viy) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except to such Owner. If there shall be insufficient funds on deposit for the Servicer Fee); and (vii) seventhAgent to distribute funds in payment in full of the aforementioned amounts, to the Seller; providedAgent shall distribute funds, howeverfirst, that if sufficient funds are the Ratings Requirement was not available to fund all payments to be made satisfied as of the Termination Date, in respect payment of any obligation described in any of clauses firstthe accrued Yield for such Eligible Asset, second, in reduction of Capital of such Eligible Asset, third, fourthif the Ratings Requirement was satisfied as of the Termination Date, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred accrued Yield for such Eligible Asset, and fourth, in payment of other amounts payable to the Owner(s) of such Eligible Asset. On the first Business Day following the Collection Date, the Collection Agent shall pay to the Seller any remaining Collections set aside and held by the Collection Agent pursuant to the first sentence of this Section 2.06. Notwithstanding anything to the contrary in such clause ratablythis Section 2.06, based on the proportion Collection Agent shall not be required to segregate Collections set aside for the benefit of the Servicer’s, Owners preceding remittance thereof to the Agent’s, Issuing Banks’ or Agent unless the Owners’ interest Agent shall have so requested as contemplated in the aggregate outstanding obligations described in such clauseSection 6.02(b).

Liquidation Settlement Procedures. (a) On each Liquidation Day and on each Provisional Liquidation Day during each Settlement Period for each Receivable Interest (including, without limitation, the Special Termination DateReceivable Interest), the Agent Servicer shall, in the case of any such Collections denominated in Canadian Dollars, convert such Collections into US Dollars to the extent necessary to comply with this Section 2.06 and, in the case of all such Collections, set aside and hold in trust in US Dollars for the Owners of such Receivable Interest the Collections of Pool Receivables attributable to such Receivable Interest received on such day. On the Settlement Date for each Settlement Period for such Receivable Interest, the Servicer shall deposit to the Agent’s 's Account for the Collections account of Pool Receivables received on the Owners of such day and shall apply them as follows: Receivable Interest the amounts in US Dollars set aside pursuant to the preceding sentence but not to exceed the sum of (i) firstthe accrued Yield for such Receivable Interest, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) secondthe Capital of such Receivable Interest, (iii) the accrued Servicer Fee payable with respect to pay obligations such Receivable Interest and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owners of such Receivable Interest. Any amounts set aside pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Issuing Banks under Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Servicer; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Transaction Document Provisional Liquidation Day which is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to Section 2.05(a) on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the second sentence of this Section 2.06, the Agent shall distribute them (A) to the Owners of such Receivable Interest (x) in respect payment of the accrued Yield for such Receivable Interest, (y) in reduction (to zero) of the Capital of such Receivable Interest and (z) in payment of any expense reimbursements or indemnities then due other amounts owed by the Seller hereunder to such Persons; Owners and (iiiB) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest. If there shall be insufficient funds on deposit for the Agent to distribute funds in payment in full of the aforementioned amounts, to the Owners Agent shall distribute funds, first, in payment of the accrued YieldYield for such Receivable Interest, Unused Commitment Feessecond, L/C Fees and the aggregate in reduction of any Capital of such Receivable Interest, third, in payment of other amounts then accrued or owed hereunder by the Seller payable to such Owners, and to the Issuing Banks fourth, in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts accrued Servicer Fee payable with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Sellersuch Receivable Interest; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of on and after the date on which the Agent shall designate as Servicer any obligation described in Person other than Crown (USA) or any of clauses its Affiliates pursuant to Section 6.01, the Agent shall distribute funds, first, in payment of the accrued Yield for such Receivable Interest, second, third, fourth, fifth and sixth above, in payment of the available funds being applied accrued Servicer Fee payable with respect to any such obligations (unless otherwise specified Receivable Interest, third, in reduction of the Capital of such clause) shall be allocated to the Receivable Interest, and fourth, in payment of the obligations referred other amounts payable to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date)Day, the Agent shall deposit transfer to the Agent’s Account the Collections of Pool Receivables received on such day day, and the Agent shall apply them such Collections, and all amounts held in the Cash Assets Account, as follows: (i) first, to pay obligations Obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations Obligations of the Seller to the Owners and the Issuing Banks Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the extent then due and payable, to the Servicer (if the Servicer is not an Originator or an Affiliate of an Originator) in payment of the accrued Servicer Fee payable with respect to such Receivable Interestthen due and payable, and to the Owners Purchasers in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners Purchasers in payment of the accrued Yield then due and payable; (v) fifth, to the Purchasers (A) in satisfaction of the Termination Repurchase Obligations and (B) in reduction (to zero) of the Capital Investments in respect of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners Purchasers or the Agent in ratable payment of any other amounts Obligations owed by the Seller hereunder or under any other Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and; (vii) seventh, to the extent then due and payable, to the Servicer (if the Servicer is an Originator or an Affiliate of an Originator) in payment of the accrued Servicer Fee; and (viii) to the extent of any remainder, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation amounts described in any of clauses first, second, third, fourth, fifth fifth, sixth and sixth seventh above, the available funds being applied with respect to any such obligations amounts (unless otherwise specified in such clause) shall be allocated to the payment of the obligations amounts referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ ’s or the OwnersPurchasers’ interest in the aggregate outstanding obligations amounts described in such clause.

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, (A) to the extent the Seller has any deposit accounts (other than any Lockbox Account) holding Collections or the proceeds thereof, shall transfer all amounts on deposit therein to the Collection Account, (B) shall transfer all amounts then on deposit in the Retention Account to the Collection Account, and (C) shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c) and amounts which are not allocable to the Purchaser Interests), in the following priority: (a) On each Liquidation Day (including, without limitation, if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the Special Termination Date), the Agent shall deposit to the Agent’s Account the Collections of Pool Receivables received on such day responsibilities and shall apply them as follows: (i) first, to pay obligations of the Seller any Servicer in accordance with Section 11.02, then to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due such Successor Servicer an amount equal to the Agentits accrued and unpaid Successor Servicing Fees and Expenses; (iib) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) thirdPurchasers, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Creditratably, an amount equal to 105% accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Letter of Credit Undrawn Amount with respect Commercial Paper (or other funding source) maintaining the Capital Investment; (c) to each Standby Letter of Credit and the Purchasers, an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Creditthe unpaid Capital Investment; (vid) sixth, to the Owners in ratable payment of Administrative Agent, an amount equal to accrued and unpaid Unused Commitment Fees; (e) all Additional Amounts incurred and payable to any other amounts owed by the Seller hereunder or under Affected Party and Indemnified Amounts incurred and payable to any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee)Indemnified Person; and (viif) seventhif an Event of Servicer Termination shall not have occurred, to the SellerMaster Servicer in an amount equal to the accrued and unpaid Servicing Fee; providedand (g) to the Seller Account, however, that if sufficient funds are not available to fund all payments to be made in respect the balance of any obligation described funds remaining after payment in any full of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified all amounts set forth in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis Section 6.05.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitationand on each Provisional Liquidation Day during each Settlement Period for each Share, the Special Termination Date)Collection Agent shall set aside and hold in escrow for the Owner of such Share the Collections of Pool Receivables attributable to such Share received on such day. On the last day of each Settlement Period for each Share, the Collection Agent shall deposit to the Agent’s 's Account for the Collections account of Pool Receivables received on the Owner of such day and shall apply them as follows: Share the amounts set aside pursuant to the preceding sentence but not to exceed the sum of (i) firstthe accrued Yield for such Share, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) secondthe Capital of such Share, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Collection Agent Fee payable with respect to such Receivable Interest, to the Owners in payment of Share (iv) the accrued Yield, Unused Commitment Fees, L/C Miscellaneous Fees payable with respect to such Share and (v) the aggregate amount of any other amounts then accrued or owed hereunder by the Seller to the Owner of such Owners, and Share. Any amounts set aside pursuant to the Issuing Banks first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent on behalf of the Owner as a deferred purchase price payment for such Share; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to the first sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the second sentence of this Section 2.06, the Agent shall distribute them (A) to the Owner of such Share (w) in payment of the L/C Issuance Fees; accrued Yield for such Share, (ivx) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; such Share, (vy) fifth, to in payment of the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts accrued Miscellaneous Fees with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit such Share and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (viz) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document to such Owner and (including, without limitation, all fees B) to the Collection Agent in payment of the accrued Collection Agent Fee payable hereunder and not paid above except with respect to such Share. If there shall be insufficient funds on deposit for the Servicer Fee); and (vii) seventhAgent to distribute funds in payment in full of the aforementioned amounts, the Agent shall distribute funds, first, in payment of the accrued Collection Agent Fee payable with respect to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses firstsuch Share, second, in payment of the Accrued Yield for such Share, third, in reduction of Capital of such Share, fourth, fifth and sixth above, in payment of the available funds being applied accrued Miscellaneous Fees with respect to any such obligations (unless otherwise specified Share, and Fifth, in such clause) shall be allocated to the payment of the obligations referred other amounts payable to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseOwner.

Liquidation Settlement Procedures. (a) On each the Liquidation Day of a Receivable Interest and on each day thereafter, the Servicer shall set aside and hold in trust for the holder of such Receivable Interest, the percentage evidenced by such Receivable Interest, of all Collections received on such day. On the last day of each Tranche Period of a Receivable Interest after the occurrence of its Liquidation Day, the Servicer shall remit to the Agent's account the amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to SECTION 1.8 prior to such day, but not to exceed the sum of: (i) the accrued Discount for such Receivable Interest, (ii) the Capital of such Receivable Interest, (iii) the aggregate of all other amounts then owed hereunder by Seller to the Purchasers, and (iv) the accrued Servicer Fee for such Receivable Interest. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds: first, to reimbursement of the Agent's costs of collection and enforcement of this Agreement, second, to the Servicer (if the Servicer is not the Seller, the Originator or an Affiliate thereof) in payment of all accrued Servicer Fee in respect of such Receivable Interest, third, in payment of all accrued and unpaid Discount and Non-Use Fees for such Receivable Interest that are then due and owing, fourth, in reduction of the Capital of such Receivable Interest, fifth, in payment of all other amounts (including, without limitation, the Special Termination DateDeemed Collections, Early Collection Fees and Default Fees, if any), the Agent shall deposit that are then due and owing to the Agent’s Account the Collections of Pool Receivables received on such day Purchasers, and shall apply them as follows: (i) firstsixth, to pay obligations the Servicer (if the Seller, the Originator or an Affiliate thereof is the Servicer) in payment of all accrued Servicer Fee in respect of such Receivable Interest. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount and all other amounts payable by the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in respect accordance with such amounts owing to each of any expense reimbursements or indemnities then due to them. To the extent Collections are available for such Persons; (iii) thirdpurpose in accordance with the foregoing, to the Servicer in payment of the accrued Servicer Fee payable with in respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, Interest shall be remitted to the Agent’s Account Servicer. Following the date on which the Aggregate Unpaids are reduced to be zero, the Servicer shall pay to Seller any remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, pursuant to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis SECTION 1.7.

Liquidation Settlement Procedures. (a) On each Liquidation Day and on each Provisional Liquidation Day during each Settlement Period for each Receivable Interest (including, without limitation, the Special Termination DateReceivable Interest), the Servicer shall, in the case of any such Collections denominated in a Foreign Currency, convert such Collections into US Dollars to the extent necessary to comply with this Section 2.06 and, in the case of all such Collections, set aside and hold in trust in US Dollars for the Agent and the Owners of such Receivable Interest the Collections of Pool Receivables attributable to such Receivable Interest received on such day. On the Settlement Date for each Settlement Period for such Receivable Interest, the Servicer shall deposit to the Agent’s Account for the Collections account of Pool Receivables received on the Owners of such day and shall apply them as follows: Receivable Interest the amounts in US Dollars set aside pursuant to the preceding sentence but not to exceed the sum of (i) firstthe accrued Yield for such Receivable Interest, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) secondthe Capital of such Receivable Interest, (iii) the accrued Servicer Fee payable with respect to pay obligations such Receivable Interest, (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owners of such Receivable Interest and (v) the Issuing Banks under aggregate amount, if any, then due and owing to the Agent hereunder or any of the other Transaction Document Documents (other than Capital and Yield) but including amounts in respect of any expense reimbursements or indemnities then due Currency Agreement Obligations. Any amounts set aside pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent’s Account pursuant to the preceding sentence shall be paid to the Seller by the Servicer; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to Section 2.05(a) on the day of such subsequent determination. Upon receipt of funds deposited to the Agent’s Account pursuant to the second sentence of this Section 2.06, the Agent shall distribute them (A) to the Owners of such Receivable Interest (x) in payment of the accrued Yield for such Receivable Interest, (y) in reduction (to zero) of the Capital of such Receivable Interest and (z) in payment of any other amounts owed by the Seller hereunder to such Persons; Owners, (iiiB) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, Interest and (C) to the Owners Agent in payment of any amounts then due and owing to the Agent hereunder or under any of the Transaction Documents (other than Capital and Yield but including amounts in respect of any Currency Agreement Obligations). If there shall be insufficient funds on deposit for the Agent to distribute funds in payment in full of the aforementioned amounts, the Agent shall distribute funds, first, in payment of any portion of any Purchase made available to the Seller which the Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Purchaser other than the Purchaser then acting as the Agent for which the Agent has not then been reimbursed by such Purchaser or the Seller, second, in payment of amounts in respect of expense reimbursements and indemnities then due and owing to the Agent hereunder or under any of the other Transaction Documents, third, in payment of the accrued YieldYield for such Receivable Interest, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each such Receivable Interest; Interest in the amount referred to in clauses (vi)(B and (ii)(B) of Section 2.05(a), fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any of the Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, Documents to such Owners or to the SellerAgent (including amounts in respect of Currency Agreement Obligations), and sixth, in payment of the accrued Servicer Fee payable with respect to such Receivable Interest; provided, however, that if sufficient funds are not on and after the date on which the Agent shall designate as Servicer any Person other than Crown (USA) or any of its Affiliates pursuant to Section 6.01, the Agent shall distribute funds, first, in payment of any portion of any Purchase made available to fund all payments the Seller which the Agent may have advanced pursuant to be made the express provisions of this Agreement on behalf of any Purchaser other than the Purchaser then acting as the Agent for which the Agent has not then been reimbursed by such Purchaser or the Seller, second, in payment of amounts in respect of any obligation described in expense reimbursements and indemnities then due and owing to the Agent hereunder or under any of clauses first, secondthe other Transaction Documents, third, in payment of the accrued Yield for such Receivable Interest, fourth, fifth and sixth above, in payment of the available funds being applied accrued Servicer Fee payable with respect to such Receivable Interest, fifth, in reduction of the Capital of such Receivable Interest, and sixth, in payment of any other amounts owed by the Seller hereunder or under any of the Transaction Documents to such obligations (unless otherwise specified in such clause) shall be allocated Owners or to the payment Agent (including amounts in respect of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseCurrency Agreement Obligations).

Liquidation Settlement Procedures. (a) On each the Liquidation Day (including, without limitationof a Receivable Interest and on each day thereafter, the Special Termination Date), Servicer shall set aside and hold in trust for the Agent shall deposit to the Agent’s Account the holder of such Receivable Interest all Collections of Pool Receivables received on such day that shall be denominated in the currency in which the Capital of such Receivable Interest is denominated; provided that if there shall be more than one Receivable Interest at such time the Capital of which is denominated in such currency, then the Servicer shall set aside and hold in trust for the holder or holders of the Receivable Interest that are then liquidating their respective Currency Allocation Percentage of such Collections received on such day. On the last day of each Tranche Period of a Receivable Interest after the occurrence of its Liquidation Day, the Servicer shall apply them as follows: remit to the Administrative Agent's account the amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to Section 1.8 prior to such day, in each case (unless the Administrative Agent shall otherwise agree) in the currency in which such Collections shall have been received or deemed received; provided that the aggregate amount remitted on any day in respect of any Receivable Interest shall not exceed the sum of (i) the accrued Discount for such Receivable Interest, (ii) the Capital of such Receivable Interest, and (iii) the aggregate of all other amounts then owed hereunder by Seller to the Purchasers. (b) If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds first, to pay obligations reimbursement of the Administrative Agent's costs of collection and enforcement of this Agreement, second, in payment of all accrued Discount for the Receivable Interests, third, in reduction of the Capital of the Receivable Interests, and fourth, in payment of all other amounts payable to the Purchasers. Notwithstanding any rule pertaining to the application of Collections set forth in this Section 1.7, the Administrative Agent may, at any time and in its discretion, allocate Collections in one currency to a Receivable Interest denominated in another currency. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount and all other amounts payable by the Seller to the Administrative Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document Purchasers hereunder shall be allocated ratably among the Administrative Agent and the Purchasers in respect accordance with such amounts owing to each of any expense reimbursements or indemnities then due them. Following the date on which the Aggregate Unpaids are reduced to such Persons; (iii) thirdzero, to the Servicer in payment of the accrued Servicer Fee payable with respect shall pay to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of Seller any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, pursuant to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clausethis Section 1.7.

Liquidation Settlement Procedures. On the Liquidation Day of a Receivable Interest and on each day thereafter, the Servicer shall set aside and hold in trust for (a) On each Liquidation Day (including, without limitationthe holder of such Receivable Interest, the Special Termination Date), the Agent shall deposit to the Agent’s Account the percentage evidenced by such Receivable Interest of Collections of Pool Receivables received on such day, and (b) for the Seller, all remaining Collections. On the last day and shall apply them as followsof each Tranche Period of a Receivable Interest after the occurrence of its Liquidation Day: (i) firstuntil the Seller or the Servicer is able to identify which Collections relate to Excluded Receivables, the Servicer shall continue to pay obligations hold, in trust in the Facility Account, the Seller's undivided percentage interest of all Collections in respect of such Receivable Interest which are received on and after the Liquidation Day of a Receivable Interest, (ii) once the Seller or the Servicer is able to identify which Collections relate to Excluded Receivables, the Servicer shall remit to the Seller the Seller's undivided percentage interest of all Collections in respect of such Receivable Interest which are received on and after the Liquidation Day of a Receivable Interest and all Collections in respect of Excluded Receivables, and (iii) the Servicer shall remit to the Agent's account the amounts set aside pursuant to the preceding clause (a), together with any remaining amounts set aside pursuant to SECTION 1.8 prior to such day, but not to exceed the sum of (A) the accrued Discount for such Receivable Interest, (B) the Capital of such Receivable Interest, (C) the aggregate of all fees and other amounts then owed hereunder or under the Fee Letter by Seller to the Agent under or any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners Purchasers, and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iiiD) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to for such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to . If there shall be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except insufficient funds on deposit for the Servicer Fee); and (vii) seventh, to distribute funds to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made Agent in respect payment in full of any obligation the amounts described in any of clauses first, second, third, fourth, fifth and sixth abovethe foregoing clause (iii), the available funds being applied with respect to any Servicer shall distribute such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.funds:

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitationduring each Monthly Period, the Special Termination Date)Servicer shall, in the case of any such Collections denominated in a Foreign Currency, convert such Collections into US Dollars to the extent necessary to comply with this Section 2.06 and, in the case of all such Collections, set aside and hold in trust in US Dollars for the Agent shall deposit to and the Agent’s Account Owners the Collections of Pool Receivables received on such day and day. On the Settlement Date for each Monthly Period the Servicer shall apply them as follows: distribute the amounts in US Dollars set aside pursuant to the preceding sentence but not to exceed the sum of (i) firstthe accrued Yield for such Settlement Date, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) secondthe Capital, to pay obligations (iii) the accrued Servicer Fee payable hereunder, (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owners and (v) the Issuing Banks under aggregate amount, if any, then due and owing to the Facility Agents and the Agent hereunder or any of the other Transaction Document Documents (other than Capital and Yield) but including amounts in respect of any expense reimbursements or indemnities then Currency Agreement Obligations; the Servicer shall distribute such amounts (A) to the Facility Agents (x) in payment of the accrued Yield due to the Owners in the related Ownership Groups, (y) in reduction (to zero) of the Capital of such Persons; Owners and (iiiz) thirdin payment of any other amounts owed by the Seller hereunder to such Owners, (B) to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, hereunder and (C) to the Owners Agent and Facility Agents in payment of any amounts then due and owing to the Agent and the Facility Agents hereunder or under any of the Transaction Documents (other than Capital and Yield) but including amounts in respect of any Currency Agreement Obligations. Any amounts set aside pursuant to the first sentence of this Section 2.06 and not required to be distributed to the Facility Agents pursuant to the preceding sentence shall be paid to the Seller by the Servicer. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds, first, in payment of amounts in respect of expense reimbursements and indemnities then due and owing to the Agent and the Facility Agents hereunder or under any of the other Transaction Documents, second in payment of the accrued Yield, Unused Commitment Feesthird, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital in the amount referred to in clauses (i)(B) and (ii)(B) of each Receivable Interest; (v) fifthSection 2.05(a), to the Agent’s Account to be set aside and held fourth, in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any of the Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventhDocuments to such Owners, to the SellerFacility Agents or to the Agent (including amounts in respect of Currency Agreement Obligations), and fifth, in payment of the accrued Servicer Fee payable hereunder; provided, however, that if sufficient funds are not available on and after the date on which the Agent shall designate as Servicer any Person other than Crown (USA) or any of its Affiliates pursuant to fund all payments to be made Section 6.01, such replacement Servicer shall distribute funds, first, in payment of amounts in respect of any obligation described in expense reimbursements and indemnities then due and owing to the Agent and the Facility Agents hereunder or under any of clauses firstthe other Transaction Documents, second, in payment of the accrued Yield, third, in payment of the accrued Servicer Fee payable hereunder, fourth, fifth in reduction of the Capital, and sixth abovefifth, in payment of any other amounts owed by the available funds being applied with respect Seller hereunder or under any of the Transaction Documents to any such obligations (unless otherwise specified in such clause) shall be allocated Owners, to the payment Facility Agents or to the Agent (including amounts in respect of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseCurrency Agreement Obligations).

Liquidation Settlement Procedures. (a) On each the Liquidation Day of a Receivable Interest and on each day thereafter, Servicer (including, without limitation, or Agent following the Special Termination Date), exercise of Purchaser's rights under Section 6.1 hereof) shall set aside and hold in the Agent shall deposit to the Agent’s Equalization Account the for Purchaser all Collections of Pool Receivables received on such day and shall apply them as follows: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest. On each Distribution Date occurring after the occurrence of such Liquidation Day, Servicer (or Agent) shall remit to Purchaser's account all amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to Section 1.8 hereof prior to such date, until Purchaser has received an aggregate amount equal to the sum of (i) the accrued Yield Reserve due hereunder, (ii) all Fees payable pursuant to the Fee Letters and an amount sufficient to pay accrued Servicer Fees to the extent not subordinated hereunder, (iii) the Aggregate Capital of such Receivable Interests, and (iv) all other Aggregate Unpaids then owed hereunder by Seller to Purchaser with respect to such Receivable Interest. In the event that Agent has exercised its rights following the occurrence of a Termination Event under the last sentence of Section 6.2 hereof to direct that all Collections be remitted directly to Agent on a daily basis, all Collections shall be remitted to Agent on a daily basis together with any remaining amounts Seller is obligated to set aside pursuant to Section 1.8 hereof, for application against the Aggregate Unpaids until such time as the Aggregate Unpaids have been reduced to zero. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds first, to the Owners reimbursement of Purchaser's costs of collection and enforcement of this Agreement, second, in payment of all accrued but unpaid Discount for the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks Receivable Interests; third in payment of all fees payable pursuant to the L/C Issuance Fees; Fee Letters and for the Servicer Fee, (iv) to the extent not subordinated hereunder), fourth, to the Owners in reduction (to zero) of the Capital of each the Receivable Interest; (v) Interests, and fifth, in payment of all other amounts payable to Purchaser hereunder. Following the date on which the Aggregate Unpaids are reduced to zero, the Servicer (or Agent’s Account ) shall be paid any accrued, but unpaid Servicer Fees due to be it and thereafter, Servicer shall pay to Seller any remaining Collections set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.held

Liquidation Settlement Procedures. (a) On the last day of each Liquidation Day (including, without limitationTranche Period to occur on or after the Termination Date, the Special Termination Date), the Agent Master Servicer shall deposit to the Agent’s Account 's account to the Collections extent not already so deposited, for the benefit of Pool Receivables received the Company or the Bank Investors, as applicable, from amounts on such day and shall apply them as follows: deposit in the Collection Account, the sum of (i) firstthe accrued Discount for such Tranche Period, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations the portion of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due Net Investment allocated to such Persons; Tranche Period, and (iii) third, all other Aggregate Unpaids. To the extent funds on deposit in the Collection Account are insufficient to pay amounts due pursuant to the preceding sentence, the Borrower shall pay such deficiency on such date and any remaining unpaid amounts shall constitute Aggregate Unpaids hereunder. On such day, the Master Servicer shall deposit to its account, from amounts on deposit in the Collection Account which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Master Servicer to distribute funds in payment in full of the aforementioned amounts, the Master Servicer shall distribute funds first, in payment of the accrued Servicer Fee payable with respect to such Receivable InterestDiscount, second, if the Parent or any Affiliate of the Parent is not then the Master Servicer, to the Owners Master Servicer's account, in payment of the accrued YieldServicing Fee payable to the Master Servicer, Unused Commitment Feesthird, L/C Fees and in reduction of the aggregate Net Investment allocated to any Tranche Period ending on such date, fourth, in payment of any other amounts then accrued or owed hereunder all fees payable by the Seller Borrower hereunder, fifth, in payment of all other Aggregate Unpaids and sixth, if the Parent or any Affiliate of the Parent is the Master Servicer, to such Ownersits account as Master Servicer, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourthServicing Fee payable to such Person as Master Servicer. The Agent, upon its receipt of such amounts in the Agent's account, shall distribute such amounts to the Owners in reduction (to zero) of Company and/or the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.Bank

Liquidation Settlement Procedures. On the Liquidation Day of a Receivable Interest and on each day thereafter, the Servicer shall set aside and hold in trust for (a) On each Liquidation Day (including, without limitationthe holder of such Receivable Interest, the Special Termination Date), the Agent shall deposit to the Agent’s Account the percentage evidenced by such Receivable Interest of Collections of Pool Receivables received on such day, and (b) for the Seller, all remaining Collections. On the last day and shall apply them as followsof each Tranche Period of a Receivable Interest after the occurrence of its Liquidation Day: (i) firstuntil the Seller or the Servicer is able to identify which Collections relate to Excluded Receivables, the Servicer shall continue to pay obligations hold, in trust in the Facility Account, the Seller's undivided percentage interest of all Collections in respect of such Receivable Interest which are received on and after the Liquidation Day of a Receivable Interest, (ii) once the Seller or the Servicer is able to identify which Collections relate to Excluded Receivables, the Servicer shall remit to the Seller the Seller's undivided percentage interest of all Collections in respect of such Receivable Interest which are received on and after the Liquidation Day of a Receivable Interest and all Collections in respect of Excluded Receivables, and (iii) the Servicer shall remit to the Agent's account the amounts set aside pursuant to the preceding clause (a), together with any remaining amounts set aside pursuant to SECTION 1.8 prior to such day, but not to exceed the sum of (A) the accrued Discount for such Receivable Interest, (B) the Capital of such Receivable Interest, (C) the aggregate of all fees and other amounts then owed hereunder or under the Fee Letter by Seller to the Agent under or any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners Purchasers, and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iiiD) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to for such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to . If there shall be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except insufficient funds on deposit for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.to

Liquidation Settlement Procedures. (a) On the Termination Date and on each Liquidation Business Day (including, without limitationthereafter, the Special Termination Date)Servicer shall segregate, set aside and hold in trust for the Purchaser, in the Collection Account, the Agent shall deposit to percentage interest representing the Agent’s Account the Purchased Interest in Collections of Pool Purchased Receivables received on such day and shall apply them as follows:day. (ib) firstOn the Termination Date and on each Business Day thereafter, the amounts set aside in the Collection Account in accordance with clause (a) above shall be withdrawn from the Collection Account solely upon direction of the Deal Agent to be applied in the following order of priority; (A) First, to pay obligations any accrued and unpaid Servicer Fee (if the Servicer is a party other than an Originator or an Affiliate thereof) which is then due and payable, and (B) second, to be retained in the Collection Account to the extent of any daily accrued and unpaid amounts of such Servicer Fee which are not then due and payable, until the next relevant payment date therefor, and not to be applied to any of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agentfollowing items; (ii) (A) First, to pay accrued and unpaid Yield which is then due and payable, and (B) second, to pay obligations be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Yield which are not then due and payable, and not to be applied to any of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Personsfollowing items; (iii) third(A) First, to the Servicer in payment of the accrued Servicer Fee payable with respect pay all Capital then outstanding relating to such Receivable Interestany Yield which is then due and payable, and (B) second, to be retained in the Owners in payment of Collection Account to the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate extent of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance FeesCapital remaining outstanding; (iv) fourth(A) First, to pay accrued and unpaid Liquidity Fee which is then due and payable, and (B) second, to be retained in the Owners in reduction (Collection Account to zero) the extent of any accrued and unpaid amounts of such Liquidity Fee which are not then due and payable, and not to be applied to any of the Capital of each Receivable Interestfollowing items; (vA) fifthFirst, to pay accrued and unpaid Program Fee which is then due and payable, and (B) second, to be retained in the Agent’s Collection Account to the extent of any accrued and unpaid amounts of such Program Fee which are not then due and payable, and not to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect applied to undrawn Letters of Credit, an amount equal to 105% any of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Creditfollowing items; (vi) sixth(A) First, to pay any Administrative Fee which is then due and payable, and (B) second, to be retained in the Owners Collection Account to the extent of the Administrative Fee payable in ratable respect of the next succeeding annual period, until the next relevant payment date therefor, and not to be applied to any of the following items; (A) First, to pay the portion of any other amounts owed accrued and unpaid obligations which have not been paid pursuant to clauses (i) through (vi) above and which are then due and payable by the Seller hereunder to the Purchaser or the Deal Agent under this Agreement or any Transaction Document of the other Facility Documents, and (includingB) second, without limitationto be retained in the Collection Account to the extent of any accrued and unpaid amounts of such obligations which are not then due and payable, all fees payable hereunder until the next relevant payment date therefor, and not paid above except to be applied to any of the following items; (A) First, to pay any accrued and unpaid Servicer Fee (if the Servicer is an Originator or an Affiliate thereof) which is then due and payable, and (B) second, to be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Servicer Fee which are not then due and payable, until the next relevant payment date therefor. Following the Collection Date, the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to clause (a) of this Section 2.06. (c) If at any time on or after the Termination Date, the Deal Agent or the Seller determines that as of the close of business on the day immediately preceding the Termination Date the outstanding amount of Capital was greater than the lesser of (i) the Purchase Limit, or (ii) the Capital Limit, then the Seller shall immediately pay to the Deal Agent, for the Servicer Fee); and benefit of the Purchaser, the amount (viito be applied against Capital) seventh, which would have been required to make the outstanding amount of Capital equal to the Seller; providedlesser of (i) the Purchase Limit, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, or (ii) the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment Capital Limit on or as of the obligations referred to in such clause ratably, based close of business on the proportion of date immediately preceding the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseTermination Date.

Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date)Day, the Agent shall deposit transfer to the Agent’s Sweep Account the Collections of Pool Receivables received on such day day, and the Agent shall apply them such Collections, and all amounts held in the Cash Assets Account, as follows: (i) first, to pay obligations Obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations Obligations of the Seller to the Owners and the Issuing Banks Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer (if the Servicer is not an Originator or an Affiliate of an Originator) in payment of the accrued Servicer Fee payable with respect to such Receivable Interestthen due and payable, and to the Owners Purchasers in payment of the accrued Yield, Unused Commitment Fees, L/C Fees then due and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Feespayable; (iv) fourth, to the Owners Purchasers in payment of the accrued Yield then due and payable; (v) fifth, to the Purchasers in reduction (to zero) of the Capital Investments in respect of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners Purchasers or the Asset Agent in ratable payment of any other amounts Obligations owed by the Seller hereunder or under any other Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and; (vii) seventh, to the Servicer (if the Servicer is an Originator or an Affiliate of an Originator) in payment of the accrued Servicer Fee then due and payable; and (viii) to the extent of any remainder, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation amounts described in any of clauses first, second, third, fourth, fifth fifth, sixth and sixth seventh above, the available funds being applied with respect to any such obligations amounts (unless otherwise specified in such clause) shall be allocated to the payment of the obligations amounts referred to in such clause ratably, based on the proportion of the Servicer’sServicers, the Agent’s, Issuing Banks’ Agents or the Owners’ Purchasers interest in the aggregate outstanding obligations amounts described in such clause. Payments to the Seller under clause (viii) of Section 2.8 shall be made, solely for administrative convenience as requested by the Seller so as to effect payment on behalf of the Seller of amounts payable by the Seller to the Originators for so long as the ABF Agreement is in effect, to the Sweep Account as defined in the ABF Agreement.

Liquidation Settlement Procedures. (a) On In respect of one or more Rate Tranches as to which the Termination Date has occurred, on each Liquidation Business Day (including, without limitation, on or after the Special occurrence of the Termination DateDate in respect of such Rate Tranche(s), the Collection Agent shall, out of the Collections received on the Business Day preceding such Business Day, (i) deposit into the Collection Account (and allocate to the applicable subaccount) the following amounts in the following priority: (A) an amount equal to the Yield, Fees, Liquidation Fee and Collection Agent Fee accrued through such Business Day with respect to such Rate Tranche(s) and not so previously allocated to the Expense Subaccount pursuant to Section 2.07(a) or this Section 2.08(a) (which shall be allocated to the Expense Subaccount), (B) an amount equal to the aggregate Principal of each outstanding Advance or portion thereof included in such Rate Tranche(s) and not so previously allocated to the Capital Subaccount pursuant to Section 2.07 or this Section 2.08(a) (which shall be allocated to the Capital Subaccount) and (C) an amount equal to the aggregate of all other amounts payable with respect to such Rate Tranche(s) (other than those amounts to be deposited pursuant to the preceding clauses (A) and (B)) by the Borrower to the Banks and Investors with respect thereto, the Group Managing Agent for such Banks and Investors or the Administrative Agent (which shall be allocated to the Expense Subaccount). (b) On the Settlement Date (Yield and Fees) for each such Rate Tranche, the Collection Agent shall deposit withdraw from the Expense Subaccount and pay (x) to itself an amount equal to the accrued and unpaid Collection Agent Fee with respect to such Rate Tranche and (y) to each applicable Group Managing Agent, for the Banks and Investors within its Investor Group, as described in Section 2.10, or the Administrative Agent (with respect to sums owed to the Administrative Agent, only such Holders’ pro rata share thereof based upon the ratio of the aggregate Principal of the outstanding Advances of such Holders to the Facility Principal) an amount equal to all accrued Yield, Fees, Liquidation Fees and all other amounts due and payable (other than Principal) by the Borrower with respect to such Rate Tranche. On the Settlement Date (Capital) for each Settlement Period for such Rate Tranche, the Collection Agent shall withdraw from the Capital Subaccount and pay to each applicable Group Managing Agent, for any Holder of any Advance or portion thereof included in such Rate Tranche within its Investor Group, as described in Section 2.10, an amount equal to (or such lesser amount allocated to the Capital Subaccount on such Business Day) the aggregate Principal of each outstanding Advance or portion thereof included in such Rate Tranche. (c) Any Collections not required to be deposited into the Collection Account on any Business Day pursuant to Section 2.07 or this Section 2.08 shall be deposited to the Borrower’s Account or as otherwise directed by the Borrower in writing, unless, following the Second Lien Effective Date, the Second Lien Agent delivers written instructions to the Collection Agent and the Administrative Agent that such remaining Collections are to be applied to amounts due and owing under the Second Lien Credit Agreement and otherwise in accordance with the terms of Pool Receivables received the Second Lien Credit Agreement and the Second Lien Intercreditor Agreement, in which case the remainder of such Collections shall be remitted to the Second Lien Agent; provided that (w) no instructions by the Borrower shall direct any such Collections to be remitted to the Second Lien Agent or applied to amounts due and owing under the Second Lien Credit Agreement, (x) no such instructions by the Second Lien Agent shall be followed by the Collection Agent, (y) no such amounts shall be remitted to the Second Lien Agent or applied to amounts due and owing under the Second Lien Credit Agreement and (z) no amounts shall be remitted to the Borrower’s Account or as otherwise directed by the Borrower, in each such case, if the Release Conditions are not satisfied on such day Business Day. (d) If, on any Business Day on which Collections are to be withdrawn from the Expense Subaccount and applied to make payments pursuant to Section 2.08(b) in respect of any Rate Tranche, there shall apply them as follows: be insufficient funds in the Expense Subaccount to make such payments in full, such amounts shall be paid pursuant to Section 2.08(b) in the following order of priority: (i) first, to pay obligations of the Seller an amount equal to the Agent under any Transaction Document in respect of any expense reimbursementsaccrued Yield required to be paid on such Business Day, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller an amount equal to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due accrued Collection Agent Fee required to be paid on such Persons; Business Day, (iii) third, an amount equal to the Servicer accrued Fees required to be paid on such Business Day, (iv) fourth, an amount equal to the accrued Liquidation Fees required to be paid on such Business Day, (v) fifth, to the Administrative Agent for any out-of-pocket costs and expenses owed hereunder by the Borrower to the Administrative Agent (to the extent of such applicable Holders’ pro rata share thereof as determined above), (vi) sixth, to such Group Managing Agent for any out-of-pocket costs and expenses owed hereunder by the Borrower to such Group Managing Agent, and (vii) seventh, to such Banks and Investors in payment of other amounts payable to such Banks and Investors with respect to such Rate Tranche. (e) Upon receipt of funds deposited to the account of each Group Managing Agent pursuant to this Section 2.08, such Group Managing Agent shall distribute them, on the applicable payment date for such amounts, (i) to the Administrative Agent and such Group Managing Agent for accrued and unpaid fees under the Fee Letters payable to the Administrative Agent or such Group Managing Agent and other amounts owed hereunder or under the Fee Letters by the Borrower to the Administrative Agent or such Group Managing Agent (with respect to amounts accrued or owed to the Administrative Agent, only such applicable Holders’ pro rata share thereof as determined above), and (ii) to the Holders of any Advance or portion thereof included in such Rate Tranche represented by such Group Managing Agent (a) in payment of the accrued Servicer Yield and Liquidation Fee payable with respect to such Receivable InterestRate Tranche, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees; (ivb) fourth, to the Owners in reduction (to zero) of the Capital aggregate Principal of each Receivable Interest; such outstanding Advances or portion thereof and (vc) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller Borrower hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, Fee Letters to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clauseHolders.

Liquidation Settlement Procedures. (a) On each Liquidation Day (includingIf, without limitationon the --------------------------------- Termination Date, the Special Net Receivables Balance is less than the Coverage Amount, then the Transferor shall immediately pay to the Company an amount equal to the quotient of (i) the difference between the Coverage Amount and the Net Receivables Balance, divided by (ii) 1.10, and such amount shall be applied to the reduction of the Aggregate Net Investment of Tranche Periods selected by the Company. On the Termination Date and on each day thereafter, the Collection Agent shall set aside and hold in trust for the Company, the Percentage Factor of all Collections received on such day. On the last day of each Tranche Period to occur on or after the Termination Date), the Collection Agent shall deposit to the Agent’s Account Company's account the Collections amounts set aside pursuant to the preceding sentence, together with any remaining amounts set aside pursuant to Section 2.5(i) prior to the Termination Date, but not to exceed the sum of Pool Receivables received on such day and shall apply them as follows: (i) firstthe accrued Discount for such Tranche Period, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations the portion of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due Aggregate Net Investment allocated to such Persons; Tranche Period, and (iii) the aggregate of all other amounts then owed (whether due or accrued) hereunder by Transferor to the Company. If the Collection Agent is the Transferor, the foregoing amounts described in clauses (i), (ii) and (iii) shall be paid by the Collection Agent from any legally available source up to the amount that would have been set aside by the Collection Agent had the Collection Agent been required to comply with the second sentence of this Section 2.6. (b) If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the amounts described in Section 2.6(a), the Collection Agent shall distribute funds first, in ----- reduction of the Aggregate Net Investment, second, in payment of all fees and ------ expenses payable to the Company, third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable InterestDiscount and ----- fourth, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any all other amounts then accrued or owed hereunder by the Seller to such Owners, and payable to the Issuing Banks Company. Following the ------ date on which the Aggregate Net Investment has been reduced to zero, all accrued Discount has been paid in payment full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor as zero, (ii) the Company shall be deemed to have reconveyed to the Transferor any interest in the Receivables (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor pursuant to the second sentence of the L/C Issuance Fees; Section 2.6(a) and (iv) fourth, the Company shall promptly at the request of the Transferor execute and deliver to the Owners in reduction (Transferor any documents required or advisable to zero) of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ terminate its interest in the aggregate outstanding obligations described in such clauseReceivables and the Residual Receivable Interest.

Liquidation Settlement Procedures. (a) If on any Business Day on or prior to the Facility Termination Date, a payment is due pursuant to Section 2.5, the Servicer shall immediately pay to the Administrative Agent, for distribution to the Purchasers, from previously received Collections, the amount specified in such Section for application to reduction of the Aggregate Capital, ratably amongst the Purchasers. (b) On each Liquidation Business Day (including, without limitationon which an Amortization Event has occurred and is continuing and on the Facility Termination Date and each Business Day thereafter, the Special Termination Date)Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Administrative Agent shall deposit to the Administrative Agent’s Account Account, for the benefit of the Purchasers, all Collections of Pool Receivables received on such day day, and the Administrative Agent shall apply them as followsdistribute such funds in the following order of priority: (i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent; (ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons; (iii) third, to the Servicer in payment of the accrued Servicer Servicing Fee payable with respect to such Receivable Interest, to the Owners Servicer; (ii) second, in payment in full of the accrued Yield, Yield and Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder fees, if any, payable by the Seller to such Owners, and to the Issuing Banks in payment any of the L/C Issuance FeesAgents or Purchasers; (iii) third, in reduction of the Aggregate Capital to zero; and (iv) fourth, in payment in full of all other Aggregate Unpaids not covered in clauses (i) through (iii) above. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s Account, shall distribute such amounts to the Owners in reduction (Purchasers entitled thereto; provided that if the Administrative Agent shall have insufficient funds to zero) pay all of the Capital of each Receivable Interest; (v) fifth, to the Agent’s Account to be set aside and held above amounts in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit; (vi) sixth, to the Owners in ratable payment of full on any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and (vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth abovesuch date, the available funds being applied Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such obligations category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described amounts in such clausecategories owing to such Persons) among all such Persons entitled to payment thereof.