Common use of Yield and Fees Clause in Contracts

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Citicorp Rate. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller shall pay to the Agent for remittance to the Servicer (at any time that it is not PolyOne or an Affiliate of PolyOne) from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (the “Servicer Fee”) equal to the lesser of (i) 1% per annum on the average daily amount of Capital, and (ii) 120% of the costs and expenses referred to in Section 6.02(c), such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 and 2.08. (d) The Seller shall pay to the Agent for the account of each Purchaser, an unused commitment fee (an “Unused Commitment Fee”) equal to the product of (i) the Unused Commitment Fee Rate and (ii) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Citicorp Rate. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the “Servicer Fee”) of PolyOne) 1% per annum on the average daily amount of Capital of each Receivable Interest, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “Yield Payment Date for each Yield Period for such Receivable Interest; provided, however, that, if at any time, the Servicer Fee”) equal to is not PolyOne or an Affiliate of PolyOne, the Servicer shall be paid, as such fee, the lesser of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the costs and expenses referred to in Section 6.02(c), ; and provided further that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 and 2.08. (d) The Seller shall pay to the Agent for the account of each Purchaser, an unused commitment fee (an “Unused Commitment Fee”) equal to the product of (i) the Unused Commitment Fee Rate and (ii) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date. (e) The Seller shall pay to the Agent for the accounts of the Purchasers, a letter of credit fee (a “L/C Fee”) equal to the product of (i) the Applicable L/C Margin and (ii) the average daily Letter of Credit Undrawn Amounts. The L/C Fee will be payable monthly in arrears and on the Termination Date. (f) The Seller shall pay to the applicable Issuing Bank, a letter of credit fee (the “L/C Issuance Fee”) equal to the product of (i) the L/C Issuance Fee Rate and (ii) the average daily Letter of Credit Undrawn Amounts with respect to Letters of Credit issued by such Issuing Bank. The L/C Issuance Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations Obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligationsObligations, from the date such other obligations Obligations are due and payable until, in all cases, paid in full, at the Citicorp RateApplicable Yield. Accrued Yield shall be payable on each Payment Date. (b) The Seller shall pay to the each Facility Agent such fees as are set forth in the Second Amended and Restated Fee LetterLetter to which such Facility Agent is a party. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the “Servicer Fee”) of PolyOne) 0.50% per annum on the average daily aggregate Outstanding Balance of the Pool Receivables for the most recently completed month, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “applicable Payment Date; provided, however, that, if at any time, the Servicer Fee”) equal to is not Equistar or an Affiliate of Equistar, the lesser Servicer shall be paid, as such fee, the greater of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the its reasonable out-of-pocket costs and expenses referred to incurred by it in Section 6.02(c)servicing, administering and collecting the Pool Receivables; and, provided further, that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 2.6, 2.7 and 2.082.8. (d) The Seller shall agrees to pay to the Agent for the account of each Purchaser, Purchaser an unused commitment fee on the actual daily amount by which the Commitment of such Purchaser exceeds such Purchaser’s Capital Investments (an the “Unused Commitment Fee”) equal to from the product of (i) date hereof through the Termination Date at the Applicable Unused Commitment Fee Rate Rate, payable in arrears (x) on the second Business Day of each calendar month, commencing on the first such Business Day following the Closing Date and (iiy) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments From and after the date of the initial Purchase until the later of the Termination Date and the outstanding amount of all other obligations hereunder shall bear a YieldCollection Date, in the case of Capital InvestmentsSeller shall, on the principal amount thereof from Payment Date in respect of each Settlement Period for each Eligible Asset, pay to the date such Capital Investments are made and, Agent for the account of the Banks (ratably in the case accordance with their Percentages of such other obligationsEligible Asset), from (i) an amount equal to the date accrued and unpaid Yield for such other obligations are due Eligible Asset and payable until(ii) an amount equal to the Liquidation Fee, in all casesif applicable, paid in full, at the Citicorp Ratefor such Eligible Asset. (b) The From and after the date hereof until the later of the Termination Date or the Collection Date, the Seller shall pay pay: (i) to the Agent Agent, for the account of each Bank, a facility fee (the "Facility Fee") equal to the product of (i) the average daily amount of such fees as are set forth Bank's Maximum Purchase, whether used or unused, and (ii) the per annum rate specified in the Second Amended Fee Letter; and (ii) to CNAI, in consideration for its support of the program contemplated herein, a fee (the "Program Fee") equal to the product of (i) the average daily amount of the aggregate outstanding Capital of all Eligible Assets hereunder and Restated (ii) the per annum rate specified in the Fee Letter. (c) The Seller shall pay be entitled to a credit against the Agent Facility Fee payable under this Agreement for remittance to any month by the Servicer (at any time that it is not PolyOne or an Affiliate of PolyOne) from the later full amount of the date "Facility Fee" (under and as defined in the Investor Agreement) actually paid by the Seller under the Investor Agreement for such month. The Facility Fee and the Program Fee are payable monthly in arrears for each calendar month (or portion thereof) on the third Business Day of the initial Purchase hereunder immediately succeeding calendar month during the term of this Agreement and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or and the date on which Capital Collection Date. (d) As part of the consideration for the Purchases hereunder, the Seller agrees to perform the duties of the Collection Agent hereunder until the Agent designates a new Collection Agent as described in Section 6.01. If at any time the Seller is reduced to zeronot the Collection Agent, the Seller shall pay, for the account of the Collection Agent, a fee (the “Servicer "Collection Agent Fee”") equal to the lesser of (i) 1% per annum on the average daily amount of Capital, and (ii) 120110% of the reasonable and appropriate costs and expenses referred to in Section 6.02(c), such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid ex- penses incurred by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant toCollection Agent in connection with servicing, collecting and subject administering the Receivables or paying another Person to the priority of payment set forth in, Sections 2.07 and 2.08do so. (d) The Seller shall pay to the Agent for the account of each Purchaser, an unused commitment fee (an “Unused Commitment Fee”) equal to the product of (i) the Unused Commitment Fee Rate and (ii) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Citicorp Rate. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the “Servicer Fee”) of PolyOne) 1% per annum on the average daily amount of Capital of each Receivable Interest, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “Yield Payment Date for each Yield Period for such Receivable Interest; provided, however, that, if at any time, the Servicer Fee”) equal to is not PolyOne or an Affiliate of PolyOne, the Servicer shall be paid, as such fee, the lesser of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the costs and expenses referred to in Section 6.02(c), ; and provided further that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 and 2.08. (d) The Seller shall pay to the Agent for the account of each Purchaser, an unused commitment fee (an “Unused Commitment Fee”) equal to the product of (i) the Unused Commitment Fee Rate and (ii) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date. (e) The Seller shall pay to the Agent for the accounts of the Purchasers, a letter of credit fee (a “L/C Fee”) equal to the product of (i) the Applicable L/C Margin and (ii) the average daily Letter of Credit Undrawn Amounts. The L/C Fee will be payable monthly in arrears and on the Termination Date. (f) The Seller shall pay to the applicable Issuing Bank, a letter of credit fee (the “L/C Issuance Fee”) equal to the product of (i) the L/C Issuance Fee Rate and (ii) the average daily Letter of Credit Undrawn Amounts with respect to Letters of Credit issued by such Issuing Bank. The L/C Issuance Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Citicorp Rate. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the "Servicer Fee") of PolyOne) 1% per annum on the average daily amount of Capital of each Receivable Interest, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “Yield Payment Date for each Yield Period for such Receivable Interest; provided, however, that, if at any time, the Servicer Fee”) equal to is not PolyOne or an Affiliate of PolyOne, the Servicer shall be paid, as such fee, the lesser of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the costs and expenses referred to in Section 6.02(c), ; and provided further that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 and 2.08. (d) The Seller shall pay to the Agent for the account of each Purchaser, an unused commitment fee (an “"Unused Commitment Fee”") equal to the product of (i) the Unused Commitment Fee Rate and (ii) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date. (e) The Seller shall pay to the Agent for the accounts of the Purchasers, a letter of credit fee (a "L/C Fee") equal to the product of (i) the Applicable L/C Margin and (ii) the average daily Letter of Credit Undrawn Amounts. The L/C Fee will be payable monthly in arrears and on the Termination Date. (f) The Seller shall pay to the Issuing Bank, a letter of credit fee (the "L/C Issuance Fee") equal to the product of (i) the L/C Issuance Fee Rate and (ii) the average daily Letter of Credit Undrawn Amounts. The L/C Issuance Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations Obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligationsObligations, from the date such other obligations Obligations are due and payable until, in all cases, paid in full, at the Citicorp RateApplicable Yield. Accrued Yield shall be payable on each Payment Date. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Citicorp Fee LetterLetter to which such Facility Agent is a party. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the “Servicer Fee”) of PolyOne) 0.50% per annum on the average daily aggregate Outstanding Balance of the Pool Receivables for the most recently completed month, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “applicable Payment Date; provided, however, that, if at any time, the Servicer Fee”) equal to is not Lyondell or an Affiliate or Subsidiary of Lyondell, the lesser Servicer shall be paid, as such fee, the greater of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the its reasonable out-of-pocket costs and expenses referred to incurred by it in Section 6.02(c)servicing, administering and collecting the Pool Receivables; and, provided further, that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 2.6, 2.7 and 2.082.8. (d) The Seller shall agrees to pay to the Agent for the account of each Purchaser, Purchaser an unused commitment fee on the actual daily amount by which the Commitment of such Purchaser exceeds such Purchaser’s Capital Investments (an the “Unused Commitment Fee”) equal to from the product date hereof through the Termination Date at a rate of 0.50% per annum, payable in arrears (ix) on the Unused Commitment Fee Rate second Business Day of each calendar month, commencing on the first such Business Day following the Closing Date and (iiy) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations hereunder The Servicer shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Citicorp Rate. (b) The Seller shall pay be entitled to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller shall pay to the Agent for remittance to the Servicer (at any time that it is not PolyOne or an Affiliate of PolyOne) from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, receive a fee (the “Servicer Servicing Fee”) equal of 0.25% per annum (the “Servicing Fee Rate”) on the average daily Outstanding Balance of the Pool Receivables, payable in arrears on each Servicing Fee Payment Date. Upon three Business Days’ notice to the lesser Managing Agents, the Servicer (if not an Originator, the Seller or its designee or an Affiliate of (ithe Seller) 1% may, with the prior written consent of each Managing Agent, elect to be paid, as such fee, another percentage per annum on the average daily amount of Capital, and (ii) 120% Outstanding Balance of the costs and expenses referred to in Section 6.02(c), such fee payable in arrears on the Yield Payment Date for each Yield PeriodPool Receivables; provided, however, that, so long as that in no event shall the Servicer is PolyOne or an Affiliate new Servicing Fee exceed 110% of PolyOnethe actual costs and expenses of such Servicer. Notwithstanding anything herein to the contrary, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Servicing Fee shall be payable only from Collections pursuant to, and subject to the priority of payment payments set forth in, Sections 2.07 2.04 and 2.082.05. To the extent such Collections are not sufficient to pay the Servicing Fee in full, none of the Seller, the Administrative Agent, the Managing Agents or the Purchasers shall have any liability for the deficiency. (db) The Seller shall pay to the Administrative Agent for and each Managing Agent certain fees (collectively, the account of each Purchaser, an unused commitment fee (an “Unused Commitment FeeFees”) equal to in the product of amounts and on the dates set forth in (i) the Unused Commitment fee letter agreement dated as of the Initial Closing Date between the Seller and the Administrative Agent (as the same may be amended or restated from time to time, the “Administrative Agent Fee Rate Letter”) and (ii) the average daily Unused Commitment amended and restated fee letter dated as of even date herewith among the Seller, the Administrative Agent and the Managing Agents (as the same may be amended or restated from time to time, the “Purchaser Fee Letter”). (c) On each Settlement Date for a Receivable Interest, the Seller shall pay to the relevant Managing Agent all accrued and unpaid Yield with respect to such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination DateReceivable Interest.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations Obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligationsObligations, from the date such other obligations Obligations are due and payable until, in all cases, paid in full, at the Citicorp RateApplicable Yield. Accrued Yield shall be payable on each Yield Payment Date. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the “Servicer Fee”) of PolyOne) 0.50% per annum on the average daily balance of Collections of the Pool Receivables for the most recently completed quarter, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “applicable Payment Date; provided, however, that, if at any time, the Servicer Fee”) equal to is not an Originator or an Affiliate of an Originator, the lesser Servicer shall be paid, as such fee, the greater of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the its reasonable out-of-pocket costs and expenses referred to incurred by it in Section 6.02(c)servicing, administering and collecting the Pool Receivables; and, provided further, that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 2.6, 2.7 and 2.082.8. (d) The Seller shall agrees to pay to the Agent for the account of each Purchaser, Purchaser an unused commitment fee on the actual daily amount by which the Commitment of such Purchaser exceeds such Purchaser’s Capital Investments (an the “Unused Commitment Fee”) equal to from the product date hereof through the Termination Date at the rate of (i) the Unused Commitment Fee Rate and (ii) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be 1.00% per annum, payable monthly in arrears and on the Termination applicable Payment Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Citicorp RateApplicable Yield. (b) The Seller shall pay to the Agent such fees as are set forth in the Second Amended and Restated Fee Letter. (c) The Seller Purchasers shall pay to the Agent for remittance to the Servicer (at any time that it is not PolyOne or an Affiliate of PolyOne) from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (the “Servicer Fee”) equal to the lesser of (i) 1% $1,500,000 per annum on the average daily amount of Capitalan actual basis, and (ii) 120% of the costs and expenses referred to in Section 6.02(c), such fee payable in arrears on the Yield Payment Date for each Yield last day of the applicable Settlement Period; provided, however, that, so long as if at any time, the Servicer is PolyOne not Chemtura or an Affiliate of PolyOneChemtura, the Servicer shall not be paid any Servicer Fee hereunderpaid, as such fee, the lesser of (i) $1,500,000 per annum (payable as described above) and (ii) 120% of its reasonable out-of-pocket costs and expenses incurred by it being acknowledged in servicing, administering and agreed by PolyOne collecting the Pool Receivables; and, provided further, that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 and 2.08. (d) The Seller shall agrees to pay to the Agent for the account of each Purchaser, Purchaser an unused commitment fee on the actual daily amount by which the Commitment of such Purchaser exceeds such Purchaser’s Ratable Portion of the outstanding Capital (an the “Unused Commitment Fee”) equal to from the product of (i) date hereof through the Termination Date at the Applicable Unused Commitment Fee Rate Rate, payable in arrears (x) on the first Business Day of each calendar month, commencing on the first such Business Day following the Closing Date and (iiy) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date.

Yield and Fees. (a) All Capital Investments and the outstanding amount of all other obligations Obligations hereunder shall bear a Yield, in the case of Capital Investments, on the principal amount thereof from the date such Capital Investments are made and, in the case of such other obligationsObligations, from the date such other obligations Obligations are due and payable until, in all cases, paid in full, at the Citicorp RateApplicable Yield. Accrued Yield shall be payable on each Payment Date. (b) The Seller shall pay to the each Facility Agent such fees as are set forth in the Second Amended and Restated Fee LetterLetter to which such Facility Agent is a party. (c) The Seller shall pay to the Agent for remittance to the Servicer a fee (at any time that it is not PolyOne or an Affiliate the Servicer Fee) of PolyOne) 0.50% per annum on the average daily aggregate Outstanding Balance of the Pool Receivables for the most recently completed month, from the later of the date of the initial Purchase hereunder and the date on which such Person becomes Servicer hereunder until the later of the Termination Date or the date on which Capital is reduced to zero, a fee (payable in arrears on the “applicable Payment Date; provided, however, that, if at any time, the Servicer Fee”) equal to is not an Originator or an Affiliate of an Originator, the lesser Servicer shall be paid, as such fee, the greater of (i) 1% per annum on the average daily such amount of Capital, and (ii) 120% of the its reasonable out-of-pocket costs and expenses referred to incurred by it in Section 6.02(c)servicing, administering and collecting the Pool Receivables; and, provided further, that such fee payable in arrears on the Yield Payment Date for each Yield Period; provided, however, that, so long as the Servicer is PolyOne or an Affiliate of PolyOne, the Servicer shall not be paid any Servicer Fee hereunder, it being acknowledged and agreed by PolyOne that any amounts owing to PolyOne or any such Affiliate in consideration for such services shall be the responsibility of and paid by the Canadian Originator. Any Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 Sections 2.6, 2.7 and 2.082.8. (d) The Seller shall agrees to pay to the Agent for the account of each Purchaser, Purchaser an unused commitment fee on the actual daily amount by which the Commitment of such Purchaser exceeds such Purchasers Capital Investments (an “the Unused Commitment Fee”) equal to from the product of (i) date hereof through the Termination Date at the Applicable Unused Commitment Fee Rate Rate, payable in arrears (x) on the second Business Day of each calendar month, commencing on the first such Business Day following the Closing Date and (iiy) the average daily Unused Commitment of such Purchaser. The Unused Commitment Fee will be payable monthly in arrears and on the Termination Date.