Common use of Settlement Procedures Clause in Contracts

Settlement Procedures. (a) The proceeds from the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or market. (b) The Custodian shall not be required to comply with any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Transferred Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within three Business Days following such discovery. The Seller shall, upon not less than two Business Days’ notice from the Purchaser or its assignee or designee, repurchase (or purchase, in the Accountcase of a Contributed Receivable) such Transferred Receivable on the next succeeding Settlement Date for a repurchase (or purchase, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits"in the case of a Contributed Receivable) applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least price equal to the aggregate Outstanding Balance of such Transferred Receivable. Each repurchase or purchase price of all securities for which a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase or purchase, as the case may be, shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the CustodianSeller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase (or purchase, upon settlement, shall credit in the Securities case of a Contributed Receivable) price required to an Account by making a final entry on its books and recordsbe paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Transferred Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. On each Payment Date, the Servicer shall direct the Collateral Custodian to pay pursuant to the Servicing Report (and the Collateral Custodian shall make such payment from the Collection Account to the extent of Available Funds in reliance on the information set forth in such Servicing Report) to the following Persons, the following amounts in the following order of priority: (a) The proceeds from to each Hedge Counterparty, if applicable, pro rata, based on the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any unpaid Hedge Breakage Costs with respect thereto; (b) to the Account Servicer, in an amount equal to any accrued and unpaid Servicing Fees and any reimbursable expenses of any successor Servicer; (c) pro rata in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution amounts due under this clause and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with extent not paid by the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or market. (b) The Custodian shall not be required to comply with any Instructions to settle the purchase of any securities for an AccountBorrower, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made Backup Servicer and if after all Conditional Creditsthe Collateral Custodian, as defined belowpro rata, applicable to the Account have been made final entries as set forth in (d) below, the an amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the (i) any accrued and unpaid Backup Servicing Fees, Collateral Custodian has received Instructions to settle on that date Fees, Owner Trustee Fees and Transition Expenses, and ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (cii) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a incurred but unreimbursed reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficienciesthird-party, out-of-pocket costs expenses relating to their respective duties as Backup Servicer, Collateral Custodian or Owner Trustee hereunder, in respect of which the Backup Servicer, the Collateral Custodian or the Owner Trustee, as applicable, has provided prior written notice setting forth such expenses in reasonable detail to the Servicer and expenses associated with the sale Administrative Agent, for the payment thereof, provided that amounts payable pursuant to this clause (ii) shall not exceed $5,000 for any Payment Date; (d) to the Administrative Agent, on behalf of the securitiesLenders, including but not limited toin an amount equal to any accrued and unpaid Interest and any other fees or expenses due and payable to the Lenders hereunder; (e) to the Administrative Agent, shortfalls for the account of each applicable Lender in reduction of the sales proceeds.Outstanding Loan Balance, an amount equal to the Required Reduction Amount, if any; (f) The Customer agrees that it will not use pro rata in accordance with the Account amounts due under this clause to facilitate the purchase of securities without sufficient funds in Administrative Agent, any applicable Lender, the Account (which funds shall not include Backup Servicer, the proceeds Collateral Custodian, any successor Servicer, the Indemnified Parties or the Secured Parties, all other amounts, including any expenses, Increased Costs, Taxes or Indemnified Amounts due from the Borrower, but other than the principal and interest of the sale Outstanding Loan Balance, then due under this Agreement; (g) after the occurrence and during the continuance of an Event of Default, to the Administrative Agent, for the account of each applicable Lender, all amounts necessary to reduce the Outstanding Loan Balance to $0; and (h) any remaining amounts shall be distributed to the Borrower (and the Borrower shall be permitted to, among other things, further distribute such amounts to its Affiliates or its members at its discretion); provided that the Borrower may at its discretion direct the Collateral Custodian to pay any portion of the purchased securities)remaining amounts to the Administrative Agent, on behalf of the Lenders, in reduction of the Outstanding Loan Balance.

Settlement Procedures. (a) The proceeds from On each Business Day during the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery term of this Agreement, the Customer acknowledges receipt Company (or the Collection Agent on behalf of the Custodian's operating guidelines Company) shall remit to the Transferor all funds that are available to the Company on such Business Day, whether constituting (i) amounts on deposit in effect a Concentration Account that may be withdrawn by the Collection Agent as provided in Section 2.07(c) of the Loan Agreement, (ii) Advances (as defined in the Loan Agreement) deposited to the Company’s account as provided in Section 2.01(g) of the Loan Agreement or (iii) other funds available to the Company, in each case other than (x) funds required to be maintained by the Company to comply with Applicable Law and the requirements of the Loan Agreement and (y) to the extent the Company determines to retain any or all of such available funds for its own purposes. The funds transferred to the Transferor on the date hereof. Notwithstanding a Business Day pursuant to the preceding sentencesentence constitute the “Distributed Funds” for such Business Day, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities all Distributed Funds transferred to the purchaser thereof or to Transferor during a dealer therefor (or an agent Collection Period constitute the “Monthly Distributed Funds” for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketCollection Period. (b) The Custodian Monthly Report with respect to each Collection Period shall not be required to comply with any Instructions to settle the purchase of any securities for an Accountspecify, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) belowamong other things, the amount of immediately available funds in such Account is at least equal to Aggregate Transfer Value, the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date")Monthly Distributed Funds, the CustodianPurchase Percentage, upon settlementthe Contribution Percentage and the Noncomplying Receivables Adjustment, shall credit the Securities to an Account by making a final entry on its books and recordsin each case in respect of such Collection Period. (c) Notwithstanding On each Settlement Date, based on calculations set forth in the foregoing, if, after all Debits applicable Monthly Report: (i) (A) an amount of the Monthly Distributed Funds equal to the Account have been made, there remains outstanding any Conditional Credit applicable Purchase Percentage of the Aggregate Transfer Value shall constitute and shall be deemed for all purposes as payment of the Purchase Price to the Account or Transferor, and (B) the Purchased Property for such Collection Period shall be the Purchase Percentage of the Receivables, Related Security and Collections Transferred to the Company during such Collection Period; (ii) (A) an amount equal to the Contribution Percentage of the Aggregate Transfer Value shall constitute and shall be deemed for all purposes as a contribution by the Transferor to its capital account in the Company, and (B) the Contributed Property for such Collection Period shall be the Contribution Percentage of the Receivables, Related Security and Collections Transferred to the Company during such Collection Period; and (iii) if the Monthly Distributed Funds exceeds the Aggregate Transfer Value for the related Collection Period, then (A) the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Dateexcess, the Custodian, upon settlement, may credit the securities to the applicable Account extent permitted by making Applicable Law, shall be treated as a conditional entry on its books distribution by the Company to the Transferor of that amount of capital, and records ("Conditional Credit"), pending receipt of sufficient immediately available funds B) the Transferor’s capital account in the AccountCompany shall be reduced by the amount of such excess and any amount of such excess that cannot be treated as a distribution under Applicable Law may be treated as part of the Monthly Distributed Funds for the following Collection Period. (d) If, within a reasonable time from If the posting Company notifies the Collection Agent of a Conditional Credit and after all Debits applicable any exceptions to its calculations in the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the AccountMonthly Report, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian Transferor and the CustomerCompany shall promptly endeavor to resolve and reconcile the matters set forth in such notice. (e) IfThe Transferor shall make a payment to the Company, within a reasonable time from the posting two Business Days of a Conditional Credit notice thereof and after all Debits applicable to the Account have been made, in immediately available funds at least in an amount equal to the aggregate purchase price Noncomplying Receivables Adjustment with respect to any Noncomplying Receivables identified by the Collection Agent or the Company (or its assigns) from time to time. Notwithstanding such payment obligation, on any Settlement Date prior to the occurrence of a Termination or Event of Termination, the Company in its sole discretion may elect to setoff or subtract all securities subject or any portion of such Noncomplying Receivables Adjustment for the related Collection Period from the Aggregate Transfer Value which would otherwise be paid to a Conditional Credit the Transferor or credited to the capital account of the Transferor on such day, which setoff will reduce such payment or credit obligation on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian dollar for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsdollar basis. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article IV of this Agreement. The Collection Agent shall direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities Collection Agent shall forthwith cause all such Collections received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market Collection Accounts to be transferred into the Controlled Account within one Business Day; provided that, if the balance in which any such Collection Account is less than $50,000, the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian Collection Agent shall not be liable obligated to transfer any amounts from such Collection Account as long as the account balance remains less than $50,000 and also as long as the balance is transferred according to a standing order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000 remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices Liquidation Day and procedures current computations of each Receivable Interest in the applicable jurisdiction or marketPool Receivables. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received or deemed received by it pursuant to comply this Agreement with respect to any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds Receivable Interest in the AccountPool Receivables: (i) set aside and hold in trust (and, PROVIDED THATat the request of the Administrative Agent, ifsegregate such amount into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables and for the Administrative Agent, after all expensesout of the percentage of such Collections attributable to such Receivable Interest in the Pool Receivables, debits and withdrawals ("Debits") applicable an amount equal to the Account have been made Yield, all fees and payments due pursuant to each of the Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable Interest in the Pool Receivables and not previously set aside; (ii) if after all Conditional Creditssuch day is not a Liquidation Day, as defined belowreinvest with the Seller, applicable on behalf of the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the remainder of such percentage of Collections, to the Account have been made final entries extent representing a return of Capital, by recomputation of such Receivable Interest in the Pool Receivables pursuant to Section 1.03; (iii) if such day is a Liquidation Day, set aside and hold in trust the entire remainder of such percentage of Collections for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables (and, at the request of the Administrative Agent, segregate such amount into a separate account into which no other funds are deposited); provided, however, that if the Liquidation Day resulted solely by reason of the non-satisfaction of the initial purchase conditions (as set forth in (dparagraph 1 of Exhibit II) below, and such conditions are subsequently satisfied or are waived by the amount of immediately available funds in such Account Purchaser Agents and written notice is at least equal provided to the aggregate purchase price Rating Agencies rating the Commercial Paper, any amounts that have been set aside and held in trust pursuant to this clause (iii) shall be reinvested in accordance with the preceding clause (ii); provided that the Event of all securities for which Termination identified as paragraph (g) of Exhibit V cannot be waived by the Custodian has received Instructions Purchaser Agents; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing clause ("Settlement Date"ii) or the first proviso to clause (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess of such amounts and the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to clause (i) above. (c) Notwithstanding On (x) the foregoingSettlement Day for a Receivable Interest in the Pool Receivables the Collection Agent shall deposit, ifas applicable, after all Debits applicable (i) with the Administrative Agent for its own account, Collections held for the Administrative Agent that relate to any fees owed to the Account have been made, there remains outstanding any Conditional Credit applicable Administrative Agent pursuant to the Scotia Capital Fee Agreement and any other accrued and unpaid amounts owed to the Administrative Agent by the Seller hereunder pursuant to Section 1.04(b)(i), (ii) into each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(i), and (iii) with the Administrative Agent for transfer to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(iii); provided, that, in the event any Bank is a Delaying Bank at the time of immediately available funds in transfer of such Collections by the Administrative Agent to each Purchaser Agent’s Account is less than pursuant to this clause (iii), then such amounts shall be transferred by the Administrative Agent, first to the Purchaser Agent’s Account of each Purchaser Agent whose Related Banks are each Non-Delaying Banks ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, until the aggregate purchase price outstanding Capital of all securities for which Receivable Interests in the Custodian Pool Receivables held by each Bank plus, in the event such Bank has received Instructions any related Purchasers, such Bank’s ratable share of the outstanding Capital of Receivable Interests in the Pool Receivables held by such related Purchasers is equal to settle such Bank’s ratable share (based on the Settlement Dateapplicable Bank’s Percentage) of the aggregate outstanding Capital of Receivable Interests in the Pool Receivables, and second to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank and (y) any Liquidation Day that occurs at such time that there is a Delaying Bank, upon the request of the Purchaser Agents whose Related Banks are each Non-Delaying Banks, the Custodian, upon settlement, may credit Collection Agent shall deposit with the securities Administrative Agent for transfer to the applicable Purchaser Agent’s Account by making a conditional entry on its books and records ("Conditional Credit")of each such Purchaser Agent ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, pending receipt of sufficient immediately available funds Collections held for the Investors or the Banks that relate to such Receivable Interest in the AccountPool Receivables pursuant to Section 1.04(b)(iii) in an amount required for application in full under item “first” contained in the proviso at the end of Section 1.04(c)(x)(iii). (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the its Purchaser Agent’s Account, the Custodian related Purchaser Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield, all fees and payments due pursuant to each of the Fee Agreements, and second to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees; and (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Collection Agent in payment in full of all accrued and recordsunpaid Collection Agent Fees if the Collection Agent is not United Rentals or an Affiliate of United Rentals, second to the Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield and all fees and payments due pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata, in reduction to zero of all Capital, fourth to such Investors or Banks or the Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person, pro rata, in payment of any other accrued and unpaid amounts owed by the Seller hereunder, and fifth to the Collection Agent, if United Rentals or an Affiliate of United Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection Agent Fees. In such caseAfter the Capital and Yield and accrued and unpaid Collection Agent Fees with respect to a Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the Investors, the Customer Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest in the Pool Receivables and any excess cash Collateral shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Agreement: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, within or any setoff or dispute between the Originator and an Obligor due to a reasonable time from claim arising out of the posting same or any other transaction, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment; (ii) if on any day any Responsible Officer of the Company becomes aware that the representation and warranty in paragraph (h) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Conditional Credit Collection of such Pool Receivable in full; and (iii) if and after all Debits applicable to the Account extent the Administrative Agent, the Purchaser Agents, any Investors or any Bank or any Indemnified Party or Affected Person shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller, immediately available funds at least equal and, accordingly, the Administrative Agent, the Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected Persons, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by applicable law or the Account relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to facilitate the purchase Receivables of securities without sufficient funds such Obligor in the Account (which funds shall not include the proceeds order of the sale age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables. (g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or reinvest such Collections in accordance with Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such Controlled Account. So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in trust (and, at the request of the purchased securitiesAdministrative Agent or any Purchaser Agent, separate and apart from its own funds and shall clearly m▇▇▇ its records to reflect such trust). (h) With respect to each Bank that is a Nonrenewing Bank that has not been replaced by another Bank pursuant to Section 1.13 (any such Bank, a “Non-Extending Bank”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h). On each Business Day prior to such Non-Extending Bank’s Bank Commitment being reduced to zero (provided that no Event of Termination has occurred and is continuing), the Collection Agent shall apply funds out of the Collections represented by the Receivable Interest received and not previously applied in the following manner: (i) set aside and hold in trust in the Collection Account, for the benefit of the Non-Extending Banks and their related Purchasers, if any, an amount equal to all Yield and fee(s) and other payments owed under the Fee Agreements (based on the Receivable Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Collection Agent shall thereafter pay to each applicable Purchaser Agent (ratably according to accrued Yield and fees and other payments owed under the Fee Agreements) on the last day of each Settlement Period for the Non-Extending Banks the amount of such accrued and unpaid fees and other payments owed under the Fee Agreements and Yield; (ii) pay to each applicable Purchaser Agent for the account of each Non-Extending Bank, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of the Non-Extending Bank at such time), and, in the event such Non-Extending Bank has any related Purchasers, for the account of such related Purchasers solely to the extent necessary to reduce any such Purchaser’s pro rata portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any available Bank Commitment of any remaining Banks related to any such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of such Bank Commitment of the Non-Extending Bank; provided that, solely for purposes of determining such Non-Extending Bank’s ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Bank becomes a Non-Extending Bank until the date such Bank Commitment of the Non-Extending Bank has been paid in full; it being understood that if such day is also a Termination Date or a day on which an Event of Termination has occurred, the Bank Commitment of the Non-Extending Bank shall be recalculated at such time (taking into account amounts received by or on behalf of such Bank in respect of its Capital pursuant to this clause (ii)), and thereafter Collections shall be set aside for payment to all Investors (ratably according to the Bank Commitment of such Non-Extending Bank) pursuant to paragraph (d) above; and (iii) reinvest the balance of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.02 hereof. (i) Within one Business Day after the end of each Fixed Period, each Purchaser Agent shall furnish the Seller with an invoice setting forth the amount of the accrued and unpaid Yield and fees for such Fixed Period with respect to the Receivable Interests held by such Purchaser Agent’s related Investors.

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange cancelled as a result of Securities will Dilution, in any such case, the applicable Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Transferred Receivable in the amount of such reduction or acquired will be debited cancellation. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified Collection Agent all amounts deemed to have been received pursuant to this Section 2.04(a). The Collection Agent shall be required to deposit any such amount in the Custodian's operating guidelines in effect from time to time. Upon Collection Account (if any) or Concentration Account no later than the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment Settlement Date for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketSettlement Period. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Sellers or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Sellers in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother parties, as defined belowsoon as practicable and in any event within three (3) Business Days following such discovery. The applicable Seller shall, applicable to upon not less than two (2) Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, the amount of immediately available funds in repurchase such Account is at least Transferred Receivable for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Collection Agent the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"be paid pursuant to, and in accordance with, this Section 2.04(b), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding Except as stated in Sections 2.04(a) or 2.04(b) or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Originator shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited to the Account in accordance with the schedule specified Receivable in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery amount of this Agreementsuch Diluted Receivable (each, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or market"Deemed Collection"). (b) The Custodian shall not be required to comply with If on any Instructions to settle day it is determined that any of the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits representations and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as warranties set forth in (d) belowSection 4.01 with respect to any Transferred Receivable shall not have been true when made with respect to such Transferred Receivable, the Originator shall repurchase such Receivable on such day by paying to the Buyer an amount of immediately available funds in such Account is at least equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable (the Custodian has received Instructions to settle on that date ("Settlement DateRepurchase Price"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable The Originator shall pay to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or Servicer the amount of immediately available funds in all Deemed Collections and the amount of any Repurchase Price on or before the next Settlement Date after the date of such Account is less than deemed receipt or the aggregate purchase price date of all securities for which repurchase, as applicable; provided, however, that, prior to the Custodian has received Instructions to settle on the Settlement Termination Date, such Deemed Collections and Repurchase Price may be paid by way of a credit (each a "Purchase Price Credit") against the CustodianPurchase Price otherwise payable by the Buyer hereunder in respect of Receivables arising on or after such date; provided, further that if any Purchase Price Credits remain unused upon settlementthe earlier to occur of (i) the Termination Date and (ii) the first Settlement Date to occur after the Calculation Period in which such Purchase Price Credits arose, may credit then the securities Originator shall pay to the applicable Account by making a conditional entry Buyer on its books and records ("Conditional Credit"), pending receipt such date in cash the amount of sufficient immediately available funds in the Accountsuch unused Purchase Price Credits. (d) IfExcept as otherwise required by law or the relevant Contract, within a reasonable time all Collections from the posting an Obligor of a Conditional Credit and after all Debits applicable any Transferred Receivable shall be applied to the Account have been madeReceivables of such Obligor in the order of the age of such Receivables, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsReceivable. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount, discount for quick payment or other adjustment made by the cost relevant Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against such Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor’s Obligor’s bankruptcy), such Seller shall be deemed to have received on such day a Collection of such Transferred Receivable in the amount of such reduction or acquired will be debited adjustment. If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by either Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by a Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. Such Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If such Seller is not the Collection Agent, such Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from the sale or exchange of Securities Agent may assume that each Lender will be credited and the cost of make available to Agent such Securities purchased or acquired will be debited to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt Lender’s Pro Rata Share of the Custodian's operating guidelines Loan requested or otherwise made on such day and Agent may, in effect on the date hereof. Notwithstanding the preceding sentenceits discretion, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian but shall not be liable obligated to, cause a corresponding amount to be made available to or for any loss which results the benefit of Borrower on such day. If Agent makes such corresponding amount available to Borrower and such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from effecting such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. New York City time on that day by each of the three leading brokers of Federal funds transactions in accordance with New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the customary highest Interest Rate provided for in Section 3.1 hereof applicable to Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or established securities trading any of the other Financing Agreements, the amount so advanced by Agent to or securities processing practices for the benefit of Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Lender to pay Agent, Agent shall promptly thereafter notify Borrower of such failure and procedures in Borrower shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Borrower’s receipt of such notice. A Lender who fails to pay Agent its Pro Rata Share of any Loans made available by the applicable jurisdiction Agent on such Lender’s behalf, or market. (b) The Custodian any Lender who fails to pay any other amount owing by it to Agent, is a “Defaulting Lender”. Agent shall not be required obligated to comply with transfer to a Defaulting Lender any Instructions payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to settle the purchase sharing of any securities for an Accountpayments hereunder (including any principal, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"interest or fees), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject . Amounts payable to a Conditional Credit on a Settlement Date are deposited into Defaulting Lender shall instead be paid to or retained by Agent. For purposes of voting or consenting to matters with respect to this Agreement and the Accountother Financing Agreements and determining Pro Rata Shares, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer Defaulting Lender shall be liable deemed not to the Custodian only for late charges at be a rate mutually agreed upon in writing by the Custodian “Lender” and the Customer. such Lender’s Commitment shall be deemed to be zero (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject 0). This Section shall remain effective with respect to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds Defaulting Lender until such default is cured. The operation of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds this Section shall not include be construed to increase or otherwise affect the proceeds Commitment of any Lender, or relieve or excuse the sale performance by Borrower of the purchased securities)its duties and obligations hereunder.

Settlement Procedures. (a) The proceeds from If on any day the sale --------------------- Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against the related Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, --------- reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy), such Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction or acquired will be debited adjustment. If such Seller is not the Servicer, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. Such Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection [Purchase and Contribution Agreement] in respect of such Transferred Receivable. If the applicable Seller is not the Servicer, such Seller shall pay to the Servicer on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from the sale or exchange of Securities will be credited and transferred, exchangedor delivered by the cost Custodian or a Subcustodian upon receipt by theCustodian of such Securities purchased or acquired will be debited to the Account in accordance with the schedule specified in the Instructions which include all information required bythe Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement Settlement and payment for Securities received for an Account anAccount and delivery of Securities maintained for an out of such Account may be effected in effectedin accordance with the customary or established securities trading or securities orsecurities processing practices and procedures in the jurisdiction or market ormarket in which the transaction occurs, including, without limitation, ,delivering Securities to the purchaser thereof or to a dealer therefor (or therefor(or an agent for such purchaser or dealer) against a receipt with the expectation theexpectation of receiving later payment for such Securities from such purchaser suchpurchaser or dealer, as such practices and procedures may be modifiedor supplemented in accordance with the standard operating proceduresof the Custodian in effect from time to time for that jurisdiction ormarket. The Custodian shall not be liable for any loss which results from resultsfrom effecting transactions in accordance with the customary or established orestablished securities trading or securities processing practices and procedures andprocedures in the applicable jurisdiction or market. (b) The . Notwithstanding that the Custodian may settle purchases and salesagainst, or credit income to, an Account, on a contractual basis, asoutlined in the Investment Manager User Guide provided to the Trust bythe Custodian, the Custodian may, at its sole option, reverse suchcredits or debits to the appropriate Account in the event that thetransaction does not settle, or the income is not received in a timelymanner, and the Trust agrees to hold the Custodian harmless from anylosses which may result therefrom. Except as otherwise may be agreed upon by the parties hereto, theCustodian shall not be required to comply with any Instructions to settle the purchase thepurchase of any securities assets for an Account, Account unless there are is sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately clearedand available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions time or to settle on thetransactions, provided further that date ("Settlement Date")if the transaction is for the sale ofany Securities in such Account, the Custodian, upon settlement, shall credit the unless such Securities to an Account by making a final entry on its books and records. (c) are in deliverableform. Notwithstanding the foregoing, if, after all Debits applicable to if the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or purchase price of suchSecurities exceeds the amount of immediately available funds Cash in an Account at the time ofsettlement of such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Accountpurchase, the Custodian may, in its sole discretion,but in no way shall make have any obligation to, permit an overdraft in suchAccount in the Conditional Credit a final entry on its books and records. In such case, amount of the Customer shall be liable to difference solely for the Custodian only for late charges at a rate mutually agreed upon in writing by purpose offacilitating the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds settlement of such salepurchase of Securities for promptdelivery for such Account. In The Trust, on behalf of each Portfolio, agreesto immediately repay the amount of any such caseoverdraft in the ordinarycourse of business and further agrees to indemnify and hold the Custodianharmless from and against any and all losses, costs, including, withoutlimitation the Customer shall be liable to the Custodian for any deficienciescost of funds, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls incurred in the sales proceeds. (f) connection withsuch overdraft. The Customer Trust agrees that it will not use the Account to facilitate tofacilitate the purchase or sale of securities without sufficient funds in the inthe Account (which funds shall not include the proceeds of the sale of the purchased thepurchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, the Customer acknowledges receipt including notice of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement occurrence of any Liquidation Day and payment for Securities received for an Account and delivery current computations of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketeach Receivable Interest. (b) The Custodian So long as no Level II Downgrade Event shall not be required have occurred, the Collection Agent shall, on each Deposit Date, with respect to comply with Collections deposited in any Instructions to settle of the purchase of any securities for an Account, unless there are sufficient immediately available funds Lock-Box Accounts on such Deposit Date or received by the Collection Agent on such Deposit Date (in the Accountfollowing order and priority): (i) with respect to each Receivable Interest, PROVIDED THATset aside and hold in trust (and, ifat the request of the Program Agent following the occurrence and during the continuation of a Collection Agent Default, after all expensessegregate) for the Investors or the Banks that hold such Receivable Interest and for the Investor Agents, debits and withdrawals ("Debits") applicable out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Account have been made Yield, Fees and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside; (ii) with respect to each Receivable Interest, if after all Conditional Creditssuch day is not a Liquidation Day for such Receivable Interest, as defined belowreinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, applicable to the Account have been made final entries as extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; (iii) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and/or the Banks that hold such Receivable Interests and for the Investor Agents (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but not in excess of the Capital of such Receivable Interests); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter prior to the next succeeding Settlement Date the conditions set forth in (d) belowSection 3.02 are satisfied or waived by the Program Agent and the Investor Agents, the amount of immediately available funds in such Account is at least equal previously set aside amounts shall, to the aggregate purchase price extent representing a return of all securities for which Capital, be reinvested in accordance with the Custodian has received Instructions preceding subsection (ii) on the day of such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing subsection ("Settlement Date"ii) or the proviso to subsection (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess both of such amounts and of the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to subsection (i) above. (c) Notwithstanding If a Level II Downgrade Event shall have occurred and be continuing, the foregoingCollection Agent shall comply with the following: (I) On each Deposit Date during the Revolving Period, ifthe Collection Agent shall, after all Debits applicable by no later than 3:00 P.M. (New York City time), deliver to the Account have been madeProgram Agent and the Investor Agents the Daily Report for such date. If the Collection Agent shall fail to deliver the Daily Report on any Deposit Date during the Revolving Period, there remains outstanding the Collection Agent shall not be permitted to withdraw any Conditional Credit applicable amounts from the Lock-Box Accounts on any date thereafter unless and until the Collection Agent shall be in compliance with this subsection (I) (but subject to the Account or right of the Agent to prohibit withdrawals by the Collection Agent from the Lock-Box Accounts to the extent provided in Section 6.03). (II) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that no Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (i) based on the Allocation Percentage on such day, determine the amount of immediately available funds in such Account is less than Purchaser Collections and Seller Collections; (ii) withdraw from the aggregate purchase price Lock-Box Accounts and from Collections of all securities for Pool Receivables which the Custodian has Collection Agent received Instructions on such Deposit Date and set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to settle the Yield, Fees and Collection Agent Fee accrued through such day for the Receivable Interests and not previously withdrawn and set aside; (iii) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Settlement Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests; provided that, if immediately following any such reinvestment such Deposit Date would be a Pool Non-compliance Date, the CustodianCollection Agent shall retain all such remaining Collections in (or, upon settlement, may credit the securities to the applicable extent the Collection Agent has received any such Collections, redeposit such Collections into) the Lock-Box Accounts (and deposit the other such remaining Collections received by it into the Lock-Box Accounts) to be applied pursuant to Section 2.04(c)(III)(iii); and (iv) remit the Seller Collections to the Seller. (III) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that a Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (i) based on the Allocation Percentage on such day, determine the amount of Purchaser Collections and Seller Collections; (ii) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees and Collection Agent Fee accrued through such day for the Receivable Interests and not previously withdrawn and set aside; (iii) remit to the Cash Collateral Account from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date an amount equal to the lesser of (x) the sum of the remaining Collections in the Lock-Box Accounts (and Collections received by making the Collection Agent from the Lock-Box Accounts on such Deposit Date) and the remaining Collections of Pool Receivables received by it on such Deposit Date and (y) an amount equal to the excess of the Required Net Receivables Pool Balance over the Net Receivables Pool Balance; (iv) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a conditional entry on its books return of Capital, to be reinvested with the Seller in Receivable Interests (for purposes of determining the remainder of Purchaser Collections, any Collections which have previously been applied pursuant to Section 2.04(c)(III)(iii) shall be deemed to be first Seller Collections and records then Purchaser Collections); and ("Conditional Credit"v) remit the Seller Collections to the Seller. (IV) On the first Business Day following each Deposit Date during the Liquidation Period, the Collection Agent shall, by no later than 3:00P.M. (New York City time), pending receipt of sufficient immediately available funds remit to each Investor Agent’s Account for each Investor Agent all Collections held for such Investor Agent, the Investors and/or the Banks in its Group in the AccountLock-Box Accounts and such Investor Agent’s pro-rata portion of all Collections of Pool Receivables which the Collection Agent received on such Deposit Date. (d) IfThe Collection Agent shall deposit into the Investor Agent’s Account for each Investor Agent (i) on each Settlement Date, within Collections held for such Investor Agent, the Investors and/or the Banks in its Group during the prior calendar month pursuant to Sections 2.04(b)(i), 2.04(c)(II)(ii) and 2.04(c)(III)(ii), (excluding, however, so long as an Originator is the Collection Agent, the Collection Agent Fee) and (ii) on the Settlement Date for each Receivable Interest, Collections held for such Investor Agent, the Investors and/or the Banks in its Group that relate to such Receivable Interest pursuant to Section 2.04(b) or (c) (other than as set forth in clause (i)). After the occurrence and during the continuation of Level I Downgrade Event which is not a reasonable time from Level II Downgrade Event, on the posting Business Day immediately following the delivery of any Weekly Report which sets forth a Conditional Credit Pool Non-Compliance Date as of the close of business on the last Business Day of the preceding Week, and on each Business Day thereafter until a Pool Non-Compliance Date no longer exists, the Collection Agent shall deposit into the Investor Agent’s Account for each Investor Agent Collections set aside for such Investor Agent, the Investors and/or Banks in its Group pursuant to clause (iii) of Section 2.04(b), provided that the aggregate amount deposited pursuant to this sentence with respect to any Weekly Report shall not exceed an amount such that, after all Debits applicable giving effect to the Account have been madeapplication of such amount to the reduction of Capital, immediately available funds at least the sum of the Receivable Interests is equal to the aggregate purchase price of all securities subject 100%. The Collection Agent shall pay to a Conditional Credit itself on a each Settlement Date which is not a Liquidation Day Collections set aside with respect to each Receivable Interest on account of accrued Collection Agent Fee. On any Business Day on which funds are deposited into on deposit in the Cash Collateral Account, the Custodian Collection Agent (i) shall, upon written notice from the Program Agent or any of the Investor Agents, and may (if the funds in the Cash Collateral Account exceed $10,000,000), upon written notice to the Program Agent and the Investor Agents, remit such funds from the Cash Collateral Account to the Investor Agent’s Account for each Investor Agent, such remittance to be applied as a reduction of Capital, or (ii) may, following delivery of the Weekly Report or Daily Report to the Program Agent, as the case may be, withdraw from the Cash Collateral Account and remit to the Seller all or a portion of the funds in the Cash Collateral Account; provided that such Weekly Report or Daily Report, as the case may be, shall make state that, after taking account of the Conditional Credit a final entry on its books and records. In such caseproposed withdrawal, the Customer Net Receivables Pool Balance on such day will be equal to or greater than the Required Net Receivables Pool Balance, and such Weekly Report or such Daily Report, as the case may be, shall be liable to set forth the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customercalculation supporting such statement. (e) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Investor Agent’s Account, the Customerrelevant Investor Agent shall distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, authorizes first to the CustodianInvestors or the Banks in its Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield and Fees and then to the Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group; provided, as agentthat if such distribution related to Collections remitted from the Cash Collateral Account, such distribution shall be paid to sell the securities Investors and credit the applicable Account Banks in its Group that hold the Receivable Interest in respect thereof, in reduction of Capital. (ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks in its Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield and Fees, second to such Investors and/or Banks in reduction to zero of all Capital, third to such Investors, Banks or such Investor Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group. After the Capital, Yield, Fees and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the proceeds of such sale. In such caseSeller to the Investors, the Customer Banks, the Investor Agents or the Program Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be liable paid to the Custodian Seller for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsits own account. (f) The Customer agrees that it will not use For the Account purposes of this Section 2.04: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected or returned merchandise or services, or any cash discount, discount for quick payment or other adjustment made by the Seller or the applicable Originator, or any setoff, the Seller shall be deemed to facilitate the purchase have received on such day a Collection of securities without sufficient funds such Pool Receivable in the Account amount of such reduction or adjustment; (which funds ii) if on any day upon each purchase or reinvestment (A) any of the representations or warranties contained in Section 4.01(h) is no longer true with respect to any Pool Receivable or (B) the Investors or the Banks, as the case may be, shall not include acquire a valid and perfected first priority undivided percentage ownership interest to the proceeds extent of the sale pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, then the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(f), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the purchased securities)age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Program Agent, any of the Investor Agents, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Program Agent, such Investor Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (g) In the event that the Program Agent or any Investor Agent receives Collections in respect of any Receivable directly from an Obligor, such Agent shall, at its option, either (i) promptly forward such Collections to the Collection Agent (and the Collection Agent shall apply such Collections in accordance with this Section 2.04) or (ii) promptly apply such Collections in accordance with this Section 2.04 in the same manner that Collection Agent would apply such Collections.

Settlement Procedures. (a) If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such Diluted Receivable. The proceeds Seller shall pay to the Servicer on or prior to the next Settlement Date all amounts deemed to have been received pursuant to this subsection. Notwithstanding the foregoing, if on any day any Transferred Receivable, the Obligor of which is a CEG Entity, is satisfied in full or in part by the posting of an inter-company accounting entry in favor of the Seller, the Purchaser shall be deemed to have received on such day a credit (a "Purchase Price Credit") in the amount of such accounting entry. If for any reason the Purchaser ceases to purchase Receivables from the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of Seller under this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities Seller shall pay to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with Purchaser the expectation amount of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketall then unused Purchase Price Credits. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. The Seller shall pay to the Servicer on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingrelevant Contract, ifor as otherwise specified by such Obligor, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsReceivable. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Purchased Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Purchased Receivable in the amount of such Diluted Receivable. The Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof earlier of (i) the next Settlement Date or (ii) the occurrence of an Event of Termination all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, the Customer acknowledges receipt including notice of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement occurrence of any Liquidation Day and payment for Securities received for an Account and delivery current computations of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketeach Receivable Interest. (b) The Custodian So long as no Level II Downgrade Event shall not be required have occurred, the Collection Agent shall, on each Deposit Date, with respect to comply with Collections deposited in any Instructions to settle of the purchase of any securities for an Account, unless there are sufficient immediately available funds Lock-Box Accounts on such Deposit Date or received by the Collection Agent on such Deposit Date (in the Accountfollowing order and priority): (i) with respect to each Receivable Interest, PROVIDED THATset aside and hold in trust (and, ifat the request of the Program Agent following the occurrence and during the continuation of a Collection Agent Default, after all expensessegregate) for the Investors or the Banks that hold such Receivable Interest and for the Investor Agents, debits and withdrawals ("Debits") applicable out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Account have been made Yield, Fees and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside; (ii) with respect to each Receivable Interest, if after all Conditional Creditssuch day is not a Liquidation Day for such Receivable Interest, as defined belowreinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, applicable to the Account have been made final entries as extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; (iii) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and/or the Banks that hold such Receivable Interests and for the Investor Agents (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but not in excess of the Capital of such Receivable Interests); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter prior to the Settlement Date for such Fixed Period the conditions set forth in (d) belowSection 3.02 are satisfied or waived by the Program Agent and the Investor Agents, the amount of immediately available funds in such Account is at least equal previously set aside amounts shall, to the aggregate purchase price extent representing a return of all securities for which Capital, be reinvested in accordance with the Custodian has received Instructions preceding subsection (ii) on the day of such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing subsection ("Settlement Date"ii) or the proviso to subsection (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess both of such amounts and of the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to subsection (i) above. (c) Notwithstanding If a Level II Downgrade Event shall have occurred and be continuing, the foregoingCollection Agent shall comply with the following: (I) On each Deposit Date during the Revolving Period, ifthe Collection Agent shall, after all Debits applicable by no later than 3:00 P.M. (New York City time), deliver to the Account have been madeProgram Agent and the Investor Agents the Daily Report for such date. If the Collection Agent shall fail to deliver the Daily Report on any Deposit Date during the Revolving Period, there remains outstanding the Collection Agent shall not be permitted to withdraw any Conditional Credit applicable amounts from the Lock-Box Accounts on any date thereafter unless and until the Collection Agent shall be in compliance with this subsection (I) (but subject to the Account or right of the Agent to prohibit withdrawals by the Collection Agent from the Lock-Box Accounts to the extent provided in Section 6.03). (II) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that no Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (i) based on the Allocation Percentage on such day, determine the amount of immediately available funds in such Account is less than Purchaser Collections and Seller Collections; (ii) withdraw from the aggregate purchase price Lock-Box Accounts and from Collections of all securities for Pool Receivables which the Custodian has Collection Agent received Instructions on such Deposit Date and set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to settle the Yield, Fees and Collection Agent Fee accrued through such day for the Receivable Interests and not previously withdrawn and set aside; (iii) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Settlement Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests; provided that, if immediately following any such reinvestment such Deposit Date would be a Pool Non-compliance Date, the CustodianCollection Agent shall retain all such remaining Collections in (or, upon settlement, may credit the securities to the applicable extent the Collection Agent has received any such Collections, redeposit such Collections into) the Lock-Box Accounts (and deposit the other such remaining Collections received by it into the Lock-Box Accounts) to be applied pursuant to Section 2.04(c)(III)(iii); and (iv) remit the Seller Collections to the Seller. (III) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that a Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (i) based on the Allocation Percentage on such day, determine the amount of Purchaser Collections and Seller Collections; (ii) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees and Collection Agent Fee accrued through such day for the Receivable Interests and not previously withdrawn and set aside; (iii) remit to the Cash Collateral Account from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date an amount equal to the lesser of (x) the sum of the remaining Collections in the Lock-Box Accounts (and Collections received by making the Collection Agent from the Lock-Box Accounts on such Deposit Date) and the remaining Collections of Pool Receivables received by it on such Deposit Date and (y) an amount equal to the excess of the Required Net Receivables Pool Balance over the Net Receivables Pool Balance; (iv) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a conditional entry on its books return of Capital, to be reinvested with the Seller in Receivable Interests (for purposes of determining the remainder of Purchaser Collections, any Collections which have previously been applied pursuant to Section 2.04(c)(III)(iii) shall be deemed to be first Seller Collections and records then Purchaser Collections); and ("Conditional Credit"v) remit the Seller Collections to the Seller. (IV) On the first Business Day following each Deposit Date during the Liquidation Period, the Collection Agent shall, by no later than 3:00P.M. (New York City time), pending receipt of sufficient immediately available funds remit to each Investor Agent's Account for each Investor Agent all Collections held for such Investor Agent, the Investors and/or the Banks in its Group in the AccountLock-Box Accounts and such Investor Agent's pro-rata portion of all Collections of Pool Receivables which the Collection Agent received on such Deposit Date. (d) IfThe Collection Agent shall deposit into the Investor Agent's Account for each Investor Agent (i) on the fourth Business day of each calendar month, within Collections held for such Investor Agent, the Investors and/or the Banks in its Group during the prior calendar month pursuant to Sections 2.04(b)(i), 2.04(c)(II)(ii) and 2.04(c)(III)(ii), (excluding, however, so long as the Originator is the Collection Agent, the Collection Agent Fee) and (ii) on the Settlement Date for each Receivable Interest, Collections held for such Investor Agent, the Investors and/or the Banks in its Group that relate to such Receivable Interest pursuant to Section 2.04(b) or (c) (other than as set forth in clause (i)). After the occurrence and during the continuation of Level I Downgrade Event which is not a reasonable time from Level II Downgrade Event, on the posting Business Day immediately following the delivery of any Weekly Report which sets forth a Conditional Credit Pool Non-Compliance Date as of the close of business on the last Business Day of the preceding Week, and on each Business Day thereafter until a Pool Non-Compliance Date no longer exists, the Collection Agent shall deposit into the Investor Agent's Account for each Investor Agent Collections set aside for such Investor Agent, the Investors and/or Banks in its Group pursuant to clause (iii) of Section 2.04(b), provided that the aggregate amount deposited pursuant to this sentence with respect to any Weekly Report shall not exceed an amount such that, after all Debits applicable giving effect to the Account have been madeapplication of such amount to the reduction of Capital, immediately available funds at least the sum of the Receivable Interests is equal to the aggregate purchase price of all securities subject 100%. The Collection Agent shall pay to a Conditional Credit itself on a each Settlement Date which is not a Liquidation Day Collections set aside with respect to each Receivable Interest on account of accrued Collection Agent Fee. On any Business Day on which funds are deposited into on deposit in the Cash Collateral Account, the Custodian Collection Agent (i) shall, upon written notice from the Program Agent or any of the Investor Agents, and may (if the funds in the Cash Collateral Account exceed $10,000,000), upon written notice to the Program Agent and the Investor Agents, remit such funds from the Cash Collateral Account to the Investor Agent's Account for each Investor Agent, such remittance to be applied as a reduction of Capital, or (ii) may, following delivery of the Weekly Report or Daily Report to the Program Agent, as the case may be, withdraw from the Cash Collateral Account and remit to the Seller all or a portion of the funds in the Cash Collateral Account; provided that such Weekly Report or Daily Report, as the case may be, shall make state that, after taking account of the Conditional Credit a final entry on its books and records. In such caseproposed withdrawal, the Customer Net Receivables Pool Balance on such day will be equal to or greater than the Required Net Receivables Pool Balance, and such Weekly Report or such Daily Report, as the case may be, shall be liable to set forth the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customercalculation supporting such statement. (e) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Investor Agent's Account, the Customerrelevant Investor Agent shall distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, authorizes first to the CustodianInvestors or the Banks in its Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield and Fees and then to the Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group; provided, as agentthat if such distribution related to Collections remitted from the Cash Collateral Account, such distribution shall be paid to sell the securities Investors and credit the applicable Account Banks in its Group that hold the Receivable Interest in respect thereof, in reduction of Capital. (ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks in its Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield and Fees, second to such Investors and/or Banks in reduction to zero of all Capital, third to such Investors, Banks or such Investor Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group. After the Capital, Yield, Fees and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the proceeds of such sale. In such caseSeller to the Investors, the Customer Banks, the Investor Agents or the Program Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be liable paid to the Custodian Seller for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsits own account. (f) The Customer agrees that it will not use For the Account purposes of this Section 2.04: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected or returned merchandise or services, or any cash discount, discount for quick payment or other adjustment made by the Seller or the Originator, or any setoff, the Seller shall be deemed to facilitate the purchase have received on such day a Collection of securities without sufficient funds such Pool Receivable in the Account amount of such reduction or adjustment; (which funds ii) if on any day upon each purchase or reinvestment (A) any of the representations or warranties contained in Section 4.01(h) is no longer true with respect to any Pool Receivable or (B) the Investors or the Banks, as the case may be, shall not include acquire a valid and perfected first priority undivided percentage ownership interest to the proceeds extent of the sale pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, then the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(f), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the purchased securities)age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Program Agent, any of the Investor Agents, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Program Agent, such Investor Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (g) In the event that the Program Agent or any Investor Agent receives Collections in respect of any Receivable directly from an Obligor, such Agent shall, at its option, either (i) promptly forward such Collections to the Collection Agent (and the Collection Agent shall apply such Collections in accordance with this Section 2.04) or (ii) promptly apply such Collections in accordance with this Section 2.04 in the same manner that Collection Agent would apply such Collections.

Settlement Procedures. (a) The proceeds from All Collections shall be held in the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited to the Account Collection Accounts until their application in accordance with the schedule specified priority of payments set forth below; provided, however, that so long as each of the conditions precedent set forth in the Custodian's operating guidelines in effect from time to time. Upon the execution Section 6.03 and delivery of this AgreementSection 9.03(c) are satisfied on such date, the Customer acknowledges receipt of Administrative Agent (A) may release to the Custodian's operating guidelines in effect Seller from such Collections on Unsold Receivables the amount (if any) necessary to (i) pay the purchase price for Receivables purchased by the Seller on such date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary terms of the Second Tier Purchase and Sale Agreement or established securities trading (ii) so long as the Seller Obligations Final Due Date has not occurred and no Capital Coverage Deficit, Amortization Event, Event of Termination or securities processing practices Unmatured Event of Termination exists at such time or would result therefrom, for distribution to the Pledgor as a return on the Pledgor’s equity interest; provided that the Seller shall have delivered (or caused to be delivered) the certification required by Section 6.03(d) hereof as a condition to making such distribution and procedures (B) may release to the Seller all or a portion of such Collections received on Sold Receivables in exchange for the Seller designating an equivalent amount (based on aggregate Unpaid Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(f), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(c) upon such release (each such release, a “Release”). On each Settlement Date, the Administrative Agent shall, distribute such Collections in the jurisdiction or market in which the transaction occursfollowing order of priority: (i) first, including, without limitation, delivering Securities (A) to the purchaser thereof or to a dealer therefor Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Yield Period (or an agent for such purchaser or dealer) against a receipt with plus, if applicable, the expectation amount of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable Servicing Fees payable for any loss which results from effecting transactions prior Yield Period to the extent such amount has not been distributed to the Servicer) and (B) to the Administrative Agent for the payment of all fees, costs, expenses (including expenses of any counsel), indemnities and obligations owing to the Administrative Agent under this Agreement and the other Transaction Documents; (ii) second, to each Purchaser and other Purchaser Party (ratably, based on the amount then due and owing to such Purchaser Party), all accrued and unpaid Yield, Fees and Breakage Amount due to such Purchaser and other Purchaser Party for the immediately preceding Yield Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Yield, Fees and Breakage Amounts (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Yield Period to the extent such amount has not been distributed to such Purchaser or Purchaser Party; (iii) third, as set forth in clause (A), (B), (C) or (D) below, as applicable: (A) to the extent that a Capital Coverage Deficit exists on such date: (I) first, to the Purchasers (ratably based on each Purchaser’s outstanding Capital) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0), and (II) second, to the LC Collateral Account, in reduction of the Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Capital Coverage Deficit to zero ($0); (B) [reserved]; (C) if an Amortization Event has occurred and is continuing or if the Seller Obligations Final Due Date has occurred: (I) first, to the Purchasers (ratably based on each Purchaser’s outstanding Capital) for payment in full in cash of the outstanding Aggregate Capital at such time, including any Capital Reduction Premium (if any), and (II) second, to the LC Collateral Account the amount necessary to cause the amount of funds then held in the LC Collateral Account to equal the product of the LC Participation Amount multiplied by 105% or (D) at the election of the Seller and in accordance with Section 2.02(g), to the customary payment of all or established securities trading any portion of the Aggregate Capital at such time, to the Purchasers (ratably based on each Purchaser’s outstanding Capital) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount elected by the Seller in accordance with Section 2.02(g), including any Capital Reduction Premium (if any); (iv) fourth, (A) first to cash collateralize any Fronting Exposure, if any, in accordance with Section 5.06, and (B) second, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and (v) fifth, the balance, if any, to be paid to, or securities processing practices at the direction of, the Seller for its own account. Amounts payable pursuant to clauses first through fourth above shall be paid first from available Collections on Sold Receivables and procedures other Sold Assets, and second, to the extent necessary in order to make all such payments in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause fifth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the applicable jurisdiction or marketSeller Collateral. (b) The Custodian All payments or distributions to be made to the Purchasers or the LC Bank (or their respective related Affected Persons and the Seller Indemnified Parties) hereunder shall not be required paid or distributed to comply with any Instructions the Administrative Agent’s Account for distribution by the Administrative Agent to settle the purchase related Purchaser at its Purchaser’s Account. Each Purchaser, upon its receipt in the applicable Purchaser’s Account of any securities for an Accountsuch payments or distributions, unless there are sufficient immediately available funds in shall distribute such amounts to its applicable related Affected Persons and the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable Seller Indemnified Parties. Notwithstanding anything to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as contrary set forth in (d) belowthis Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any amount of immediately available funds in such Account is at least equal under this Section 4.01 except to the aggregate purchase price extent actually received by the Administrative Agent. Each payment by the Servicer or the Seller to the Administrative Agent for the account of all securities any Purchaser Party hereunder shall be deemed to constitute payment by the Servicer or the Seller directly to such Purchaser Party, provided, however, that in the event any such payment by the Servicer or Seller is required to be returned to the Servicer or Seller for any reason whatsoever, then the Servicer’s or Seller’s obligation to such Purchaser with respect to such payment shall be deemed to be automatically reinstated. Additionally, each Purchaser hereby covenants and agrees to provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations to the Purchasers required to be made by the Administrative Agent hereunder, including the applicable account of each Purchaser for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and recordsamounts should be distributed. (c) Notwithstanding the foregoing, if, after all Debits applicable If and to the Account extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to any Person any amount received on its behalf hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller and, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Dateaccordingly, the CustodianAdministrative Agent, upon settlementsuch Purchaser Party, such Affected Person or such Seller Indemnified Party, as the case may credit be, shall have a claim against the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the AccountSeller for such amount. (d) IfFor the purposes of this Section 4.01: (i) if on any day the Unpaid Balance of any Pool Receivable is reduced or adjusted as a result of any defective, within rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Seller, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Seller or any Affiliate of the Seller, an Originator or any Affiliate of an Originator, or the Servicer or the Parent or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a reasonable time Collection of such Pool Receivable in the amount of such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to this Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from the posting an Obligor of a Conditional Credit and after all Debits applicable any Receivable shall be applied to the Account Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any insolvency proceeding) any amount received by it hereunder, such amount shall be deemed not to have been madeso received by such Person but rather to have been retained by the Seller and, immediately available funds at least equal accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale --------------------- Outstanding Balance of any Sold Receivable is reduced, adjusted or exchange cancelled as a result of Securities will be credited and any cash discount or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Payor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated reaction but excluding adjustments, reductions or cancellations in --------- respect of such Securities purchased Payor's bankruptcy), the Seller shall be deemed to have received on such day a Collection of such Sold Receivable in the amount of such reduction or acquired will be debited adjustment. The Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.1(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account other party, as soon as practicable and in any event within three Business Days following such discovery and the Seller shall be deemed to have received on such day a Collection of such Transferred Receivable in full. The Seller shall pay to the Servicer on or prior to the next Settlement Date all amounts deemed to have been made and if after all Conditional Credits, as defined below, applicable received pursuant to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.4 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from a Payor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Payor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Payor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article IV of this Agreement. The Collection Agent shall direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities Collection Agent shall forthwith cause all such Collections received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market Collection Accounts to be transferred into the Controlled Account within one Business Day; provided that, if the balance in which any such Collection Account is less than $50,000, the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian Collection Agent shall not be liable obligated to transfer any amounts from such Collection Account as long as the account balance remains less than $50,000 and also as long as the balance is transferred according to a standing order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000 remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices Liquidation Day and procedures current computations of each Receivable Interest in the applicable jurisdiction or marketPool Receivables. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received or deemed received by it pursuant to comply this Agreement with respect to any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds Receivable Interest in the AccountPool Receivables: (i) set aside and hold in trust (and, PROVIDED THATat the request of the Administrative Agent, ifsegregate such amount into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables and for the Administrative Agent, after all expensesout of the percentage of such Collections attributable to such Receivable Interest in the Pool Receivables, debits and withdrawals ("Debits") applicable an amount equal to the Account have been made Yield, all fees and payments due pursuant to each of the Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable Interest in the Pool Receivables and not previously set aside; (ii) if after all Conditional Creditssuch day is not a Liquidation Day, as defined belowreinvest with the Seller, applicable on behalf of the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the remainder of such percentage of Collections, to the Account have been made final entries extent representing a return of Capital, by recomputation of such Receivable Interest in the Pool Receivables pursuant to Section 1.03; (iii) if such day is a Liquidation Day, set aside and hold in trust the entire remainder of such percentage of Collections for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables (and, at the request of the Administrative Agent, segregate such amount into a separate account into which no other funds are deposited); provided, however, that if the Liquidation Day resulted solely by reason of the non-satisfaction of the initial purchase conditions (as set forth in (dparagraph 1 of Exhibit II) below, and such conditions are subsequently satisfied or are waived by the amount of immediately available funds in such Account Purchaser Agents and written notice is at least equal provided to the aggregate purchase price Rating Agencies rating the Commercial Paper, any amounts that have been set aside and held in trust pursuant to this clause (iii) shall be reinvested in accordance with the preceding clause (ii); provided that the Event of all securities for which Termination identified as paragraph (g) of Exhibit V cannot be waived by the Custodian has received Instructions Purchaser Agents; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing clause ("Settlement Date"ii) or the first proviso to clause (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess of such amounts and the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to clause (i) above. (c) Notwithstanding On (x) the foregoingSettlement Day for a Receivable Interest in the Pool Receivables the Collection Agent shall deposit, ifas applicable, after all Debits applicable (i) with the Administrative Agent for its own account, Collections held for the Administrative Agent that relate to any fees owed to the Account have been made, there remains outstanding any Conditional Credit applicable Administrative Agent pursuant to the Scotia Capital Fee Agreement and any other accrued and unpaid amounts owed to the Administrative Agent by the Seller hereunder pursuant to Section 1.04(b)(i), (ii) into each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(i), and (iii) with the Administrative Agent for transfer to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(iii); provided, that, in the event any Bank is a Delaying Bank at the time of immediately available funds in transfer of such Collections by the Administrative Agent to each Purchaser Agent’s Account is less than pursuant to this clause (iii), then such amounts shall be transferred by the Administrative Agent, first to the Purchaser Agent’s Account of each Purchaser Agent whose Related Banks are each Non-Delaying Banks ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, until the aggregate purchase price outstanding Capital of all securities for which Receivable Interests in the Custodian Pool Receivables held by each Bank plus, in the event such Bank has received Instructions any related Purchasers, such Bank’s ratable share of the outstanding Capital of Receivable Interests in the Pool Receivables held by such related Purchasers is equal to settle such Bank’s ratable share (based on the Settlement Dateapplicable Bank’s Percentage) of the aggregate outstanding Capital of Receivable Interests in the Pool Receivables, and second to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank and (y) any Liquidation Day that occurs at such time that there is a Delaying Bank, upon the request of the Purchaser Agents whose Related Banks are each Non-Delaying Banks, the Custodian, upon settlement, may credit Collection Agent shall deposit with the securities Administrative Agent for transfer to the applicable Purchaser Agent’s Account by making a conditional entry on its books and records ("Conditional Credit")of each such Purchaser Agent ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, pending receipt of sufficient immediately available funds Collections held for the Investors or the Banks that relate to such Receivable Interest in the AccountPool Receivables pursuant to Section 1.04(b)(iii) in an amount required for application in full under item “first” contained in the proviso at the end of Section 1.04(c)(x)(iii). (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the its Purchaser Agent’s Account, the Custodian related Purchaser Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield, all fees and payments due pursuant to each of the Fee Agreements, and second to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees; and (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Collection Agent in payment in full of all accrued and recordsunpaid Collection Agent Fees if the Collection Agent is not United Rentals or an Affiliate of United Rentals, second to the Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield and all fees and payments due pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata, in reduction to zero of all Capital, fourth to such Investors or Banks or the Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person, pro rata, in payment of any other accrued and unpaid amounts owed by the Seller hereunder, and fifth to the Collection Agent, if United Rentals or an Affiliate of United Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection Agent Fees. In such caseAfter the Capital and Yield and accrued and unpaid Collection Agent Fees with respect to a Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the Investors, the Customer Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest in the Pool Receivables and any excess cash Collateral shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Agreement: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, within or any setoff or dispute between the Originator and an Obligor due to a reasonable time from claim arising out of the posting same or any other transaction, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment; (ii) if on any day any Responsible Officer of the Company becomes aware that the representation and warranty in paragraph (h) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Conditional Credit Collection of such Pool Receivable in full; and (iii) if and after all Debits applicable to the Account extent the Administrative Agent, the Purchaser Agents, any Investors or any Bank or any Indemnified Party or Affected Person shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller, immediately available funds at least equal and, accordingly, the Administrative Agent, the Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected Persons, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by applicable law or the Account relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to facilitate the purchase Receivables of securities without sufficient funds such Obligor in the Account (which funds shall not include the proceeds order of the sale age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables. (g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or reinvest such Collections in accordance with Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such Controlled Account. So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in trust (and, at the request of the purchased securitiesAdministrative Agent or any Purchaser Agent, separate and apart from its own funds and shall clearly mark its records to reflect such trust). (h) With respect to each Bank that is a Nonrenewing Bank that has not been replaced by another Bank pursuant to Section 1.13 (any such Bank, a “Non-Extending Bank”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h). On each Business Day prior to such Non-Extending Bank’s Bank Commitment being reduced to zero (provided that no Event of Termination has occurred and is continuing), the Collection Agent shall apply funds out of the Collections represented by the Receivable Interest received and not previously applied in the following manner: (i) set aside and hold in trust in the Collection Account, for the benefit of the Non-Extending Banks and their related Purchasers, if any, an amount equal to all Yield and fee(s) and other payments owed under the Fee Agreements (based on the Receivable Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Collection Agent shall thereafter pay to each applicable Purchaser Agent (ratably according to accrued Yield and fees and other payments owed under the Fee Agreements) on the last day of each Settlement Period for the Non-Extending Banks the amount of such accrued and unpaid fees and other payments owed under the Fee Agreements and Yield; (ii) pay to each applicable Purchaser Agent for the account of each Non-Extending Bank, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of the Non-Extending Bank at such time), and, in the event such Non-Extending Bank has any related Purchasers, for the account of such related Purchasers solely to the extent necessary to reduce any such Purchaser’s pro rata portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any available Bank Commitment of any remaining Banks related to any such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of such Bank Commitment of the Non-Extending Bank; provided that, solely for purposes of determining such Non-Extending Bank’s ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Bank becomes a Non-Extending Bank until the date such Bank Commitment of the Non-Extending Bank has been paid in full; it being understood that if such day is also a Termination Date or a day on which an Event of Termination has occurred, the Bank Commitment of the Non-Extending Bank shall be recalculated at such time (taking into account amounts received by or on behalf of such Bank in respect of its Capital pursuant to this clause (ii)), and thereafter Collections shall be set aside for payment to all Investors (ratably according to the Bank Commitment of such Non-Extending Bank) pursuant to paragraph (d) above; and (iii) reinvest the balance of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.02 hereof. (i) Within one Business Day after the end of each Fixed Period, each Purchaser Agent shall furnish the Seller with an invoice setting forth the amount of the accrued and unpaid Yield and fees for such Fixed Period with respect to the Receivable Interests held by such Purchaser Agent’s related Investors.

Settlement Procedures. (a) The proceeds from Delivery of the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited Common Shares to the Account Holders of converted Preferred Securities upon a Conversion Event shall be made in accordance with the schedule procedures set forth below. The Company may make changes to these procedures to the extent such changes are reasonably necessary, in the opinion of the Company, including to reflect changes in Clearing System practices. Holders of the Preferred Securities cleared and settled through DTC may elect to have their Common Shares delivered in the form of Common Shares or ADSs in accordance with the procedures set forth herein. The obligation to deliver ADSs if a Holder elects to have its Common Shares delivered in such form will apply only if on the relevant Conversion Settlement Date the Company continues to maintain an ADS depositary facility. In order to obtain delivery of the relevant Common Shares, or, if indicated in the relevant Delivery Notice, ADSs, upon any Conversion from the Conversion Shares Depository, the relevant Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) must deliver its Preferred Securities (other than, in the case of a Capital Reduction, Preferred Securities which Holders elect not to convert as provided in the second paragraph under “Conversion Upon Capital Reduction”) and a duly completed Delivery Notice to the specified office of the Paying and Conversion Agent, with a copy of such Delivery Notice to the Trustee, on or before the Notice Cut-off Date. The Delivery Notice shall contain: (i) the name of the Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) of the Preferred Securities to be converted; (ii) the aggregate Liquidation Preference held by such Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) of such converted Preferred Securities on the date of such notice; (iii) the name in which the Common Shares or ADSs, as applicable, are to be registered, if applicable; (iv) whether Common Shares or ADSs are to be delivered to the Holder or beneficial owner of such Preferred Securities; (v) the details of the DTC, Iberclear or other clearing system account (subject to the limitations set out below) to which the Common Shares or ADSs are to be credited (or, if the Common Shares are not a participating security in Iberclear or another clearing system, the address to which the Common Shares should be delivered; and, as the case may be, details of the registered account in the Company’s ADS facility if direct registration ADSs are to be issued); (vi) any relevant certifications and/or representations as may be required by applicable law and regulations; and (vii) such other details as may be required by the Paying and Conversion Agent or any relevant Clearing System. If the Preferred Securities are held through DTC, the Delivery Notice must be given and the Preferred Securities delivered in accordance with the applicable procedures of DTC (which may include the notice being given to the Paying and Conversion Agent by electronic means) and in a form acceptable to DTC and the Paying and Conversion Agent. With respect to any Preferred Securities held in definitive form, the Delivery Notice must be delivered to the specified office of the Paying and Conversion Agent together with the relevant Preferred Securities, except as otherwise indicated in the relevant Conversion Notice. Subject to satisfaction of the requirements and limitations set forth herein and provided that the relevant Preferred Securities and a duly completed Delivery Notice have been delivered not later than the Notice Cut-off Date, the Paying and Conversion Agent shall give instructions to the Conversion Shares Depository that the Conversion Shares Depository shall deliver the relevant Common Shares (as rounded down to the nearest whole number of Common Shares in accordance with the first paragraph under “Upon Conversion” and, where applicable, Section 4.05(d) of the Contingent Convertible Preferred Securities Indenture) to, or shall deposit part or all of such Common Shares with the ADS Depositary on behalf of, the Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) of the relevant Preferred Securities completing such Delivery Notice or its nominee in accordance with the instructions given in such Delivery Notice on the applicable Conversion Settlement Date. Any Delivery Notice shall be irrevocable. Failure properly to complete and deliver a Delivery Notice and deliver the relevant Preferred Securities may result in such Delivery Notice being treated as null and void and the Company shall be entitled to procure the sale of any applicable Common Shares to which the relevant Holder may be entitled in accordance with Section 4.09 of the Contingent Convertible Preferred Securities Indenture. Any determination as to whether any Delivery Notice has been properly completed and delivered as provided herein shall be made by the Company in its sole discretion, acting in good faith, and shall, in the absence of manifest error, be conclusive and binding on the relevant Holders and beneficial owners (and any custodian, broker, nominee or other representative thereof). A Holder of the Preferred Securities or Selling Agent (as defined in Section 4.09 of the Contingent Convertible Preferred Securities Indenture) must pay (in the case of the Selling Agent by means of deduction from the net proceeds of sale set forth in such Section 4.09) any taxes and capital, stamp, issue, registration and transfer taxes or duties arising on Conversion (other than any capital, stamp, issue, registration and transfer taxes or duties payable in the Kingdom of Spain by the Company in respect of the issue and delivery of the Common Shares in accordance with a Delivery Notice delivered pursuant to the Indenture which shall be paid by the Company) and such Holder or the Selling Agent (as the case may be) must pay (in the case of the Selling Agent, by way of deduction from the net proceeds of sale as aforesaid) all, if any, taxes or duties arising by reference to any disposal or deemed disposal of a Preferred Security or interest therein. Any costs incurred by the Conversion Shares Depository or any parent, subsidiary or affiliate of the Conversion Shares Depository in connection with the holding by the Conversion Shares Depository of any Common Shares and any amount received in respect thereof shall be deducted by the Conversion Shares Depository from such amount (or, if such deduction is not possible, paid to the Conversion Shares Depository, by the relevant Holder) prior to the delivery of such Common Shares and/or payment of such amount to the relevant Holder. If the Company shall fail to pay any capital, stamp, issue, registration and transfer taxes or duties for which it is responsible as provided in the second paragraph above, the Holder or Selling Agent, as the case may be, shall be entitled (but shall not be obliged) to tender and pay the same and the Company as a separate and independent obligation, undertakes to reimburse and indemnify each Holder or Selling Agent, as the case may be, in respect of any payment thereof and any penalties payable in respect thereof. The Common Shares issued on Conversion will be fully paid and will in all respects rank pari passu with the fully paid Common Shares in issue on the relevant Conversion Notice Date, except in any such case for any right excluded by mandatory provisions of applicable law and except that such Common Shares will not rank for (or, as the case may be, the relevant Holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the Conversion Settlement Date. In respect of any Common Shares that Holders elect to receive in the form of ADSs as specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this AgreementDelivery Notice, the Customer acknowledges receipt Conversion Shares Depository shall deposit with the custodian for the ADS Depositary the relevant number of Common Shares to be issued upon Conversion of the Custodian's operating guidelines relevant Preferred Securities, and the ADS Depositary shall issue the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such Holders (per the ADS-to-Common Share ratio in effect on the date hereofConversion Settlement Date). Notwithstanding However, the preceding sentence, settlement issuance of the ADSs by the ADS Depositary may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and payment for Securities received for an Account that the Common Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depositary. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of Securities maintained for an Account may be effected such ADSs in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketDelivery Notice. (b) The Custodian shall not be required to comply with any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article IV of this Agreement. The Collection Agent shall direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities Collection Agent shall forthwith cause all such Collections received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market Collection Accounts to be transferred into the Controlled Account within one Business Day; provided that, if the balance in which any such Collection Account is less than $50,000, the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian Collection Agent shall not be liable obligated to transfer any amounts from such Collection Account as long as the account balance remains less than $50,000 and also as long as the balance is transferred according to a standing order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000 remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices Liquidation Day and procedures current computations of each Receivable Interest in the applicable jurisdiction or marketPool Receivables. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received or deemed received by it pursuant to comply this Agreement with respect to any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds Receivable Interest in the AccountPool Receivables: (i) set aside and hold in trust (and, PROVIDED THATat the request of the Administrative Agent, ifsegregate such amount into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables and for the Administrative Agent, after all expensesout of the percentage of such Collections attributable to such Receivable Interest in the Pool Receivables, debits and withdrawals ("Debits") applicable an amount equal to the Account have been made Yield, all fees and payments due pursuant to each of the Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable Interest in the Pool Receivables and not previously set aside; (ii) if after all Conditional Creditssuch day is not a Liquidation Day, as defined belowreinvest with the Seller, applicable on behalf of the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the remainder of such percentage of Collections, to the Account have been made final entries extent representing a return of Capital, by recomputation of such Receivable Interest in the Pool Receivables pursuant to Section 1.03; (iii) if such day is a Liquidation Day, set aside and hold in trust the entire remainder of such percentage of Collections for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables (and, at the request of the Administrative Agent, segregate such amount into a separate account into which no other funds are deposited); provided, however, that if the Liquidation Day resulted solely by reason of the non-satisfaction of the initial purchase conditions (as set forth in (dparagraph 1 of Exhibit II) below, and such conditions are subsequently satisfied or are waived by the amount of immediately available funds in such Account Purchaser Agents and written notice is at least equal provided to the aggregate purchase price Rating Agencies rating the Commercial Paper, any amounts that have been set aside and held in trust pursuant to this clause (iii) shall be reinvested in accordance with the preceding clause (ii); provided that the Event of all securities for which Termination identified as paragraph (g) of Exhibit V cannot be waived by the Custodian has received Instructions Purchaser Agents; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing clause ("Settlement Date"ii) or the first proviso to clause (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess of such amounts and the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to clause (i) above. (c) Notwithstanding On the foregoingSettlement Day for a Receivable Interest in the Pool Receivables the Collection Agent shall deposit, ifas applicable, after all Debits applicable (i) with the Administrative Agent for its own account, Collections held for the Administrative Agent that relate to any fees owed to the Account have been made, there remains outstanding any Conditional Credit applicable Administrative Agent pursuant to the Scotia Capital Fee Agreement and any other accrued and unpaid amounts owed to the Administrative Agent by the Seller hereunder pursuant to Section 1.04(b)(i), (ii) into each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the amount of immediately available funds Banks that relate to such Receivable Interest in such the Pool Receivables pursuant to Section 1.04(b)(i), and (iii) with the Administrative Agent for transfer to each Purchaser Agent’s Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities ratably according to the applicable Account by making a conditional entry on its books and records ("Conditional Credit")amount then owed to each Investor or Bank, pending receipt of sufficient immediately available funds Collections held for the Investors or the Banks that relate to such Receivable Interest in the AccountPool Receivables pursuant to Section 1.04(b)(iii). (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the its Purchaser Agent’s Account, the Custodian related Purchaser Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield, all fees and payments due pursuant to each of the Fee Agreements, and second to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees; and (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Collection Agent in payment in full of all accrued and recordsunpaid Collection Agent Fees if the Collection Agent is not United Rentals or an Affiliate of United Rentals, second to the Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield and all fees and payments due pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata, in reduction to zero of all Capital, fourth to such Investors or Banks or the Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person, pro rata, in payment of any other accrued and unpaid amounts owed by the Seller hereunder, and fifth to the Collection Agent, if United Rentals or an Affiliate of United Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection Agent Fees. In such caseAfter the Capital and Yield and accrued and unpaid Collection Agent Fees with respect to a Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the Investors, the Customer Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest in the Pool Receivables and any excess cash Collateral shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Agreement: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, within or any setoff or dispute between the Originator and an Obligor due to a reasonable time from claim arising out of the posting same or any other transaction, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment; (ii) if on any day any Responsible Officer of the Company becomes aware that the representation and warranty in paragraph (h) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Conditional Credit Collection of such Pool Receivable in full; and (iii) if and after all Debits applicable to the Account extent the Administrative Agent, the Purchaser Agents, any Investors or any Bank or any Indemnified Party or Affected Person shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller, immediately available funds at least equal and, accordingly, the Administrative Agent, the Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected Persons, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by applicable law or the Account relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to facilitate the purchase Receivables of securities without sufficient funds such Obligor in the Account (which funds shall not include the proceeds order of the sale age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables. (g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or reinvest such Collections in accordance with Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such Controlled Account. So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in trust (and, at the request of the purchased securitiesAdministrative Agent or any Purchaser Agent, separate and apart from its own funds and shall clearly ▇▇▇▇ its records to reflect such trust). (h) With respect to each Bank that is a Nonrenewing Bank that has not been replaced by another Bank pursuant to Section 1.13 (any such Purchaser a “Non-Extending Bank”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h) (a “Partial Liquidation”). On each Business Day prior to such Non-Extending Bank’s Bank Commitment being reduced to zero (provided that no Event of Termination has occurred and is continuing), the Collection Agent shall apply funds out of the Collections represented by the Receivable Interest received and not previously applied in the following manner: (i) set aside and hold in trust in the Collection Account, for the benefit of the Non-Extending Banks and their related Purchasers an amount equal to all Yield and fee(s) and other payments owed under the Fee Agreements (based on the Receivable Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Collection Agent shall thereafter pay to each applicable Purchaser Agent (ratably according to accrued Yield and fees and other payments owed under the Fee Agreements) on the last day of each Settlement Period for the Non-Extending Banks the amount of such accrued and unpaid fees and other payments owed under the Fee Agreements and Yield; (ii) pay to each applicable Purchaser Agent for the account of each Non-Extending Bank, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of the Non-Extending Bank at such time), and, for the account of any related Purchasers solely to the extent necessary to reduce such Purchaser’s pro rata portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any available Bank Commitment of any remaining Banks related to such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of such Bank Commitment of the Non-Extending Bank; provided that, solely for purposes of determining such Non-Extending Bank’s ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Bank becomes a Non-Extending Bank until the date such Bank Commitment of the Non-Extending Bank has been paid in full; it being understood that if such day is also a Termination Date or a day on which an Event of Termination has occurred, the Bank Commitment of the Non-Extending Bank shall be recalculated at such time (taking into account amounts received by or on behalf of such Bank in respect of its Capital pursuant to this clause (ii)), and thereafter Collections shall be set aside for payment to all Investors (ratably according to the Bank Commitment of such Non-Extending Bank) pursuant to paragraph (d) above; and (iii) reinvest the balance of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.02 hereof. (i) Within one Business Day after the end of each Fixed Period, each Purchaser Agent shall furnish the Seller with an invoice setting forth the amount of the accrued and unpaid Yield and fees for such Fixed Period with respect to the Receivable Interests held by such Purchaser Agent’s related Investors.

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, including notice of the Customer acknowledges occurrence of any Liquidation Day and current computations of the Receivable Interest Percentage. (b) In the event that both S&P and Moody's shall lower the Originator's long term public unsecured debt securities rating to below BBB, in the case of S&P, and Baa2, in the case of Moody's, within two Business Days following its receipt of any item of payment with respect to the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, Pool Receivables (including, without limitation, delivering Securities cash, checks, money orders, wire transfers and automated clearing house payments), the Collection Agent shall deposit Collections into the Collection Account. Except during the continuance of an Event of Termination or Incipient Event of Termination or as otherwise required in this Agreement, funds received in the Collection Account shall be transferred to an account designated by the Seller for the benefit of the Collection Agent. The Collection Agent shall, on each day on which it receives any such funds: (i) set aside on its books and hold in trust for the Purchasers or the Banks that hold such Receivable Interest out of the applicable Receivable Interest Percentage of such Collections an amount equal to the purchaser thereof or to a dealer therefor (or an agent Yield and Collection Agent Fee accrued through such day for such purchaser or dealerReceivable Interest and not previously set aside; (ii) against if such day is not a receipt Liquidation Day for such Receivable Interest, reinvest with the expectation Seller on behalf of receiving later payment the Purchasers or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest Percentage, to the extent representing a return of Capital, by recomputation of such Receivable Interest Percentage pursuant to Section 2.04; (iii) if such day is a Liquidation Day for such Securities from Receivable Interest, set aside, hold in trust and segregate for the Purchasers or the Banks that hold such purchaser Receivable Interest the entire remainder of such percentage of Collections; provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter during such Settlement Period the conditions set forth in Section 3.02 are satisfied or dealer. The Custodian shall not waived by the Agent, such previously set aside amounts shall, to the extent representing a return of Capital, be liable for any loss which results from effecting transactions reinvested in accordance with the customary preceding subsection (ii) on the day of such subsequent satisfaction or established securities trading waiver of conditions; and (iv) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (ii) or securities processing practices and procedures the proviso to subsection (iii), apply any Collections in excess of such amounts or in excess of the amounts that are required to be set aside pursuant to subsection (i) above to the payment of any "Purchase Price" (including any "Deferred Purchase Price", as such terms are defined in the applicable jurisdiction or market. (bOriginator Purchase Agreement) The Custodian shall not be required to comply with any Instructions to settle then due and release the purchase of any securities for an Accountbalance, unless there are sufficient immediately available funds in the Accountif any, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and recordsSeller. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the On each Settlement Date, the CustodianCollection Agent, upon settlementon behalf of the Seller, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available shall deposit funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price lesser of (x) the Collections received or deemed received during the preceding Settlement Period which are held or required to be held for the benefit of the Purchasers or the Banks pursuant to Section 2.06(b) or 2.06(e) and (y) an amount sufficient to make the distributions set forth in clauses (i) and (ii) below in account #4070-3544 at Citibank or to such other account designated by the Agent therefor (provided, however, that so long as the Collection Agent is the Originator and no Event of Termination or Incipient Event of Termination has occurred, the Collection Agent may, on the last day of each month following each Settlement Date, retain from such funds an amount equal to the accrued Collection Agent Fee as of such Settlement Date, instead of including such amount in the deposit made on such Settlement Date.) Upon receipt of such funds, the Agent shall distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Purchasers or the Banks that hold the relevant Receivable Interest in payment in full of all securities subject accrued Yield and then to the Collection Agent in payment in full of all accrued Collection Agent Fees; and (ii) if such distribution occurs on a Liquidation Day, first to the Purchasers or the Banks that hold the relevant Receivable Interest in payment in full of all accrued Yield, second to such Purchasers or Banks in reduction to zero of all Capital, third to such Purchasers, Banks or the Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee. After the Capital and Yield and Collection Agent Fee with respect to a Conditional Credit on a Settlement Date are deposited into Receivable Interest, and any other amounts payable by the AccountSeller to the Purchasers, the Custodian Banks or the Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall make the Conditional Credit a final entry on its books revert to and records. In such case, the Customer shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Section 2.06: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, within rejected, returned, repossessed or foreclosed merchandise or services, or any cash discount, other promotional adjustment or other retroactive credit made by the Seller or the Originator, the Seller shall be deemed to have received on such day a reasonable time Collection of such Pool Receivable in the amount of such reduction or adjustment; (ii) if on any day any of the representations or warranties in Section 4.01(i) is no longer true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; and (iii) except as provided in paragraph (i) or (ii) of this subsection 2.06(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from the posting an Obligor of a Conditional Credit and after all Debits applicable any Receivables shall be applied to the Account have been madeReceivables of such Obligor in the order of the age of such Receivables, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees If and to the extent that it will the Agent, any Purchaser or any Bank shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not use to have been so received but rather to have been retained by the Account Seller and, accordingly, such Purchaser, the Agent or such Bank, as the case may be, shall have a claim against the Seller for such amount, payable when and to facilitate the purchase extent that any distribution from or on behalf of securities without sufficient funds such Obligor is made in the Account (which funds shall not include the proceeds of the sale of the purchased securities)respect thereof.

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount or other similar adjustment made by a Seller, or any set-off or dispute in respect of any claim by the cost Obligor thereof against a Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy, insolvency or acquired will similar event), such Seller shall be debited deemed to the Account in accordance with the schedule specified have received on such day a Collection of such Purchased Receivable in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery amount of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary such reduction or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketadjustment. (b) The Custodian Upon discovery by a Seller or the Purchaser of a breach of any of the representations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable transferred by such Seller, such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within three Business Days following such discovery. If such breach cannot be required to comply with any Instructions to settle cured, such Seller shall, upon not less than two Business Days' notice from the purchase of any securities Purchaser or its assignee or designee, repurchase such Transferred Receivable on the next succeeding Settlement Date for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable a repurchase price equal to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in outstanding balance of such Transferred Receivable (d) below, which shall be calculated excluding the amount of immediately available funds the related GST). Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Account is at least equal Transferred Receivable. Such Seller shall pay to the aggregate purchase Purchaser on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsections (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Purchased Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Purchased Asset becomes (in whole or in part) a Diluted Receivable or a Diluted Participation Interest (as the sale or exchange of Securities will case may be), the Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Purchased Asset in the amount of such Diluted Receivable or acquired will be debited Diluted Participation Interest (as the case may be). The Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Purchased Asset, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made Purchaser, the Collection Agent, and if after all Conditional Creditsthe Seller, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Purchased Asset on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Purchased Asset. Each repurchase of a Purchased Asset shall include the Related Security with respect to such Purchased Asset. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Purchased Asset. The Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Purchased Receivable or Participated Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding --------------------- Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will any defective, rejected, returned or repossessed Equipment or services or any cash discount or other adjustment made by the Originator, or any setoff or dispute between the Originator and an Obligor due to a claim arising out of the same or any other transaction, the Originator shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Transferred Receivable in the amount of such reduction or acquired will be debited adjustment. If the Originator is not the Collection Agent, the Originator shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Originator or the Transferee or the Agent of a breach of any securities for an Accountof the representations and warranties made or deemed made by the Originator in Section 4.01(i) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Originator shall be deemed to have received a Collection in full of such Transferred Receivable, applicable and all other Receivables relating to the Account have been made final entries as set forth in (d) belowsame Contract, and make available to the Transferee on the next succeeding Settlement Date an amount of immediately available funds in such Account is at least equal to the aggregate purchase price Outstanding Balance of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date")such Transferred Receivable. Upon such amount being made available, the CustodianTransferee shall retransfer such Transferred Receivables to the Originator. Each retransfer of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. If the Originator is not the Collection Agent, upon settlement, the Originator shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the amount required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Delivery of the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited Common Shares to the Account Holders of converted Preferred Securities upon a Conversion Event shall be made in accordance with the schedule procedures set forth below. The Company may make changes to these procedures to the extent such changes are reasonably necessary, in the opinion of the Company, including to reflect changes in clearing system practices. Holders of the Preferred Securities cleared and settled through DTC may elect to have their Common Shares delivered in the form of Common Shares or ADSs in accordance with the procedures set forth herein. The obligation to deliver ADSs if a Holder elects to have its Common Shares delivered in such form will apply only if on the relevant Conversion Settlement Date the Company continues to maintain an ADS depositary facility. In order to obtain delivery of the relevant Common Shares, or, if indicated in the relevant Delivery Notice, ADSs, upon any Conversion from the Conversion Shares Depository, the relevant Holder must deliver its Preferred Securities (other than, in the case of a Capital Reduction, Preferred Securities which Holders elect not to convert as provided in the second paragraph under “Conversion Upon Capital Reduction”) and a duly completed Delivery Notice to the specified office of the Paying and Conversion Agent, with a copy of such Delivery Notice to the Trustee, on or before the Notice Cut-off Date. Except as otherwise indicated in the Conversion Notice, the Delivery Notice shall contain: (i) the name of the Holder (and, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of the Preferred Securities to be converted; (ii) the aggregate Liquidation Preference held by such Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) of such converted Preferred Securities on the date of such notice; (iii) the name in which the Common Shares or ADSs, as applicable, are to be registered, if applicable; (iv) whether Common Shares or ADSs are to be delivered to the Holder (and, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of such Preferred Securities; (v) the details of the DTC, Iberclear or other clearing system account (subject to the limitations set out below) to which the Common Shares or ADSs are to be credited (or, if the Common Shares are not a participating security in Iberclear or another clearing system, the address to which the Common Shares should be delivered; and, as the case may be, details of the registered account in the Company’s ADS facility if direct registration ADSs are to be issued); (vi) any relevant certifications and/or representations as may be required by applicable law and regulations; and (vii) such other details as may be required by the Paying and Conversion Agent or any relevant Clearing System. If the Preferred Securities are held through DTC, the Delivery Notice must be given and the Preferred Securities delivered in accordance with the applicable procedures of DTC (which may include the notice being given to the Paying and Conversion Agent by electronic means) and in a form acceptable to DTC and the Paying and Conversion Agent. With respect to any Preferred Securities held in definitive form, the Delivery Notice must be delivered to the specified office of the Paying and Conversion Agent together with the relevant Preferred Securities, except as otherwise indicated in the relevant Conversion Notice. Subject to satisfaction of the requirements and limitations set forth herein and provided that the relevant Preferred Securities and a duly completed Delivery Notice have been delivered not later than the Notice Cut-off Date, the Paying and Conversion Agent shall give instructions to the Conversion Shares Depository that the Conversion Shares Depository shall deliver the relevant Common Shares (as rounded down to the nearest whole number of Common Shares in accordance with the first paragraph under “Upon Conversion” and, where applicable, Section 4.05(d) of the Contingent Convertible Preferred Securities Indenture) to, or shall deposit part or all of such Common Shares with the ADS Depositary on behalf of, the Holder (or, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of the relevant Preferred Securities completing such Delivery Notice or its nominee in accordance with the instructions given in such Delivery Notice on the applicable Conversion Settlement Date. Any Delivery Notice shall be irrevocable. Failure properly to complete and deliver a Delivery Notice and deliver the relevant Preferred Securities may result in such Delivery Notice being treated as null and void and the Company shall be entitled to procure the sale of any applicable Common Shares to which the relevant Holder may be entitled in accordance with Section 4.09 of the Contingent Convertible Preferred Securities Indenture (as amended by the Fourth Supplemental Indenture). Any determination as to whether any Delivery Notice has been properly completed and delivered as provided herein shall be made by the Company in its sole discretion, acting in good faith, and shall, in the absence of manifest error, be conclusive and binding on the relevant Holders and beneficial owners (and any custodian, broker, nominee or other representative thereof). A Holder of the Preferred Securities or Selling Agent (as defined in Section 4.09 of the Contingent Convertible Preferred Securities Indenture (as amended by the Fourth Supplemental Indenture)) must pay (in the case of the Selling Agent by means of deduction from the net proceeds of sale set forth in such Section 4.09 (as amended by the Fourth Supplemental Indenture)) any taxes and capital, stamp, issue, registration and transfer taxes or duties arising on Conversion (other than any capital, stamp, issue, registration and transfer taxes or duties payable in the Kingdom of Spain by the Company in respect of the issue and delivery of the Common Shares in accordance with a Delivery Notice delivered pursuant to the Indenture which shall be paid by the Company) and such Holder or the Selling Agent (as the case may be) must pay (in the case of the Selling Agent, by way of deduction from the net proceeds of sale as aforesaid) all, if any, taxes or duties arising by reference to any disposal or deemed disposal of a Preferred Security or interest therein. Any costs incurred by the Conversion Shares Depository or any parent, subsidiary or affiliate of the Conversion Shares Depository in connection with the holding by the Conversion Shares Depository of any Common Shares and any amount received in respect thereof shall be deducted by the Conversion Shares Depository from such amount (or, if such deduction is not possible, paid to the Conversion Shares Depository, by the relevant Holder) prior to the delivery of such Common Shares and/or payment of such amount to the relevant Holder. If the Company shall fail to pay any capital, stamp, issue, registration and transfer taxes or duties for which it is responsible as provided above, the Holder or Selling Agent, as the case may be, shall be entitled (but shall not be obliged) to tender and pay the same and the Company as a separate and independent obligation, undertakes to reimburse and indemnify each Holder or Selling Agent, as the case may be, in respect of any payment thereof and any penalties payable in respect thereof. The Common Shares issued on Conversion will be fully paid and will in all respects rank pari passu with the fully paid Common Shares in issue on the relevant Conversion Notice Date, except in any such case for any right excluded by mandatory provisions of applicable law and except that such Common Shares will not rank for (or, as the case may be, the relevant Holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the Conversion Settlement Date. In respect of any Common Shares that Holders elect to receive in the form of ADSs as specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this AgreementDelivery Notice, the Customer acknowledges receipt Conversion Shares Depository shall deposit with the custodian for the ADS Depositary the relevant number of Common Shares to be issued upon Conversion of the Custodian's operating guidelines relevant Preferred Securities, and the ADS Depositary shall issue the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such Holders (per the ADS-to-Common Share ratio in effect on the date hereofConversion Settlement Date). Notwithstanding However, the preceding sentence, settlement issuance of the ADSs by the ADS Depositary may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and payment for Securities received for an Account that the Common Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depositary. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of Securities maintained for an Account may be effected such ADSs in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketDelivery Notice. (b) The Custodian shall not be required to comply with any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective or rejected services, any cash discount or other adjustment made by any Seller or any set-off or dispute in respect of any claim by the cost Obligor thereof against any Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy), the Seller of such Purchased Receivable shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction or acquired will be debited adjustment and shall remit to the Purchaser Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts so deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with Upon discovery by any Instructions to settle Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by any Seller in Section 4.01 with respect to any Transferred Receivable under any Contract, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditseach other party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. Such Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assign or designee, repurchase all Transferred Receivables under such Contract on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Purchase Price of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. The applicable Seller shall remit to the Purchaser Account on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds each Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. If on any day a Purchased Receivable shall become a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of the Diluted Receivable and the Seller shall promptly (and, in any event, no later than the next succeeding Settlement Date) pay such amount to the Purchaser or the Purchaser's assignee. If the Seller is not the Collection Agent, the Seller shall pay to the Collection Agent on or prior to the next Settlement Date all amounts deemed to have been received pursuant to this subsection. (a) Upon discovery by the Seller or the Purchaser of a breach of any of the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within five Business Days following such discovery. The Seller shall, upon not less than two Business Days' notice from the Purchaser or its assignee or designee, repurchase such Transferred Receivable on the next succeeding Settlement Date for a repurchase price equal to the Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds from the sale or exchange of Securities will any such repurchase shall be credited and the cost deemed to be a Collection in respect of such Securities purchased or acquired will be debited Transferred Receivable. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date the repurchase price required to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketpaid pursuant to this subsection. (b) The Custodian shall not be Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required to comply with any Instructions to settle by law or the purchase underlying Contract, all Collections from an Obligor of any securities for an AccountTransferred Receivable will be held as unapplied cash, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such Obligor designates its payment for application to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and recordsspecific Receivables. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected or returned merchandise or services or any cash discount, discount for quick payment or other adjustment made by any Seller, or any set-off or dispute in respect of any claim by the cost Obligor thereof against any Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor’s bankruptcy), such Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction or acquired will be debited adjustment. If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother parties, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The applicable Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections received from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy), the Seller shall be deemed to have received on such day a Collection of such Transferred Receivable in the amount of such reduction or acquired will be debited adjustment. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount, discount for quick payment or other adjustment made by the cost relevant Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against such Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but EXCLUDING adjustments, reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy), such Seller shall be deemed to have received on such day a Collection of such Transferred Receivable in the amount of such reduction or acquired will be debited adjustment. If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by either Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by a Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. Such Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If such Seller is not the Collection Agent, such Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, the Customer acknowledges receipt including notice of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement occurrence of any Liquidation Day and payment for Securities received for an Account and delivery current computations of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketeach Receivable Interest. (b) The Custodian So long as a BB Downgrade Event (other than the 2005 Downgrade Event and the 2006 Downgrade Events) shall not be required have occurred the Collection Agent shall, on each day on which Collections of Pool Receivables are received by it: (i) with respect to comply with any Instructions to settle each Receivable Interest, set aside and hold in trust (and, at the purchase request of any securities the Agent, segregate) for the Investors or the Banks that hold such Receivable Interest, out of the percentage of such Collections represented by such Receivable Interest, an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable amount equal to the Account have been made Yield, Fees and if after all Conditional CreditsCollection Agent Fee (and during the Term Period, as defined below, applicable an amount equal to the Account have been made final entries as Excess Interest in respect of all Cash Secured Advances) accrued through such day for such Receivable Interest and not previously set aside; (ii) with respect to each Receivable Interest, if such day is not a Liquidation Day for such Receivable Interest, reinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; (iii) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors or the Banks that hold such Receivable Interests (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but not in excess of the Capital of such Receivable Interests); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter prior to the Settlement Date for such Fixed Period the conditions set forth in (d) belowSection 3.02 are satisfied or waived by the Agent, the amount of immediately available funds in such Account is at least equal previously set aside amounts shall, to the aggregate purchase price extent representing a return of all securities for which Capital, be reinvested in accordance with the Custodian has received Instructions preceding subsection (ii) on the day of such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing subsection ("Settlement Date"ii) or the proviso to subsection (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess both of such amounts and of the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to subsection (i) above. (c) Notwithstanding If a BB Downgrade Event (other than the foregoing2005 Downgrade Event and the 2006 Downgrade Events) shall have occurred and be continuing, ifthe Collection Agent shall comply with the following: (i) If the Collection Agent shall fail to deliver the Daily Report on any Deposit Date during the Revolving Period, after all Debits applicable the Collection Agent shall not be permitted to withdraw any amounts from the Lock-Box Accounts on such date or any date thereafter unless and until the Collection Agent shall be in compliance with Section 6.02(h) (but subject to the Account have been maderight of the Agent to prohibit withdrawals by the Collection Agent from the Lock-Box Accounts in accordance with the Lock-Box Agreements); (ii) On the first Business Day following each Deposit Date during the Revolving Period, there remains outstanding any Conditional Credit applicable following delivery of the Daily Report to the Account or Agent, if the Daily Report for such date shows that a Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (A) based on the Allocation Percentage on such day, determine the amount of immediately available funds in such Account is less than Purchaser Collections and Seller Collections; (B) withdraw from the aggregate purchase price Lock-Box Accounts and from Collections of all securities for Pool Receivables which the Custodian has Collection Agent received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry such Deposit Date and set aside on its books and records hold in trust ("Conditional Credit"and, at the request of the Agent, segregate) for the Investors and the Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees, and Collection Agent Fee (and during the Term Period, an amount equal to the Excess Interest in respect of all Cash Secured Advances) accrued through such day for the Receivable Interests and not previously set aside; (C) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests; provided that, if immediately following any such reinvestment such Deposit Date would be a Pool Non-compliance Date, the Collection Agent shall retain all such remaining Collections in (or, to the extent the Collection Agent has received any such Collections, redeposit such Collections into) the Lock-Box Accounts (and deposit the other such remaining Collections received by it into the Lock-Box Accounts) to be applied pursuant to Section 2.04(c)(iii)(C); and (D) remit the Seller Collections to the Seller. (iii) On the first Business Day following each Deposit Date during the Revolving Period, following delivery of the Daily Report to the Agent, if the Daily Report for such date shows that a Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (A) based on the Allocation Percentage on such day, determine the amount of Purchaser Collections and Seller Collections; (B) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and set aside on its books and hold in trust (and, at the request of the Agent, segregate) for the Investors and the Banks that hold the Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees, and Collection Agent Fee (and during the Term Period, an amount equal to the Excess Interest in respect of all Cash Secured Advances) accrued through such day for the Receivable Interests and not previously set aside; (C) remit to the Cash Collateral Account from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date an amount equal to the lesser of (x) the sum of the remaining Collections in the Lock-Box Accounts (and Collections received by the Collection Agent from the Lock-Box Accounts on such Deposit Date) and the remaining Collections of Pool Receivables received by it on such Deposit Date and (y) an amount equal to the excess of the Required Net Receivables Pool Balance over the Net Receivables Pool Balance; (D) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests (for purposes of determining the remainder of Purchaser Collections, any Collections which have previously been applied pursuant to Section 2.04(c)(iii)(C) shall be deemed to be first Seller Collections and then Purchaser Collections); and (E) remit the Seller Collections to the Seller. (iv) On the first Business Day following each Deposit Date during the Amortization Period, the Collection Agent shall, by no later than 11:00 A.M. (New York City time), pending receipt of sufficient immediately available funds remit to the Agent’s Account all Collections in the AccountLock-Box Accounts and all Collections of Pool Receivables which the Collection Agent received on such Deposit Date. (d) IfThe Collection Agent shall deposit into the Agent’s Account, within a reasonable time from on the posting Settlement Date for each Receivable Interest, (x) prior to the occurrence of a Conditional Credit Liquidation Day, Collections held for the Investors or the Banks that relate to such Receivable Interest pursuant to Sections 2.04(b), 2.04(c)(ii)(B) or 2.04(c)(iii)(B) and after (y) following the occurrence of a Liquidation Day, all Debits applicable Collections. The Collection Agent shall pay to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit itself on a each Settlement Date which is not a Liquidation Day Collections set aside with respect to each Receivable Interest on account of accrued Collection Agent Fee. On any Business Day on which funds are deposited into on deposit in the Cash Collateral Account, the Custodian Collection Agent (i) shall, upon written notice from the Agent, and may (if the funds in the Cash Collateral Account exceed $10,000,000), upon written notice to the Agent, remit such funds from the Cash Collateral Account to the Agent’s Account or (ii) may, following delivery of the Daily Report to the Agent, withdraw from the Cash Collateral Account and remit to the Seller all or a portion of the funds in the Cash Collateral Account; provided that such Daily Report shall make state that, after taking account of the Conditional Credit a final entry on its books and records. In such caseproposed withdrawal, the Customer Net Receivables Pool Balance on such day will be equal to or greater than the Required Net Receivables Pool Balance, and such Daily Report shall be liable to set forth the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customercalculation supporting such statement. (e) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Agent’s Account, the CustomerAgent shall distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, authorizes first to the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such caseInvestors, the Customer Banks and, during any Term-Out Period, the Term-Out Banks that hold the relevant Receivable Interest and to the Agent in ratable payment in full of all accrued Yield and Fees and remaining unpaid accrued interest in respect of all Cash Secured Advances (pursuant to the last sentence of Section 2.12); provided, that if such distribution related to Collections remitted from the Cash Collateral Account, such distribution shall be liable paid to the Custodian for any deficienciesInvestors and the Banks that hold the Receivable Interest in respect thereof, outin reduction of Capital. (ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks and/or Term-ofOut Banks that hold the relevant Receivable Interest and to the Agent in payment in full of all accrued Yield and Fees and interest in respect of all Cash Secured Advances, second to such Investors or Banks in reduction to zero of all Capital, third to the Term-pocket costs and expenses associated with the sale Out Banks in reduction to zero of the securitiesprincipal amount of all Cash Secured Advances remaining after application of the Term-Out Bank Collateral in accordance with Section 2.14(d), including but not limited toand fourth to the Investors, shortfalls Banks, Term-Out Banks or the Agent in payment of any other amounts owed by the sales proceedsSeller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee. After the Capital, Yield, Fees and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the Seller to the Investors, the Banks or the Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be paid to the Seller for its own account. (f) The Customer agrees that it will not use For the Account purposes of this Section 2.04: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected or returned merchandise or services, or any cash discount, discount for quick payment or other adjustment made by the Seller or an Originator, or any setoff, the Seller shall be deemed to facilitate the purchase have received on such day a Collection of securities without sufficient funds such Pool Receivable in the Account amount of such reduction or adjustment; (which funds shall not include the proceeds ii) if on any day any of the sale representations or warranties contained in Section 4.01(h) is no longer true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(f), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the purchased securities)age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Agent, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Receivable in the amount of such Diluted Receivable. The Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. The Seller shall pay to the Servicer on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingrelevant Contract, ifor as otherwise specified by such Obligor, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsReceivable. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from On the sale or exchange of Securities will be credited Payment Date, MBFG shall determine (i) the net amounts, if any, due Seller pursuant to Section 9 and the cost amount of any other collections received which are otherwise due Seller, minus (ii) the net amounts due to MBFG pursuant to Seller’s obligations to repurchase Receivables under Section 6 or otherwise. If such amount is positive, MBFG shall pay such amount to Seller, and if such amount is negative, MBFG shall advise Seller of such Securities purchased or acquired will be debited amount due to MBFG, and if payment therefore is not received on the Account in accordance with next Business Day, MBFG shall collect the schedule specified amount due from Seller (i) first front amounts otherwise due to Seller from MBFG, (ii) second from collections received and otherwise due to Seller, (iii) third from amounts available in the Custodian's operating guidelines in effect Specific Reserve Account, and (iv) fourth from time any other amounts otherwise due Seller. Any amount which remains unsatisfied will constitute an unpaid and outstanding obligation of Seller. Failure by Seller to time. Upon the execution immediately pay this unpaid and delivery outstanding obligation will constitute an Event of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketDefault. (b) The Custodian All payments to MBFG under this Agreement other than wire transfers shall be made to MBFG’s principal office at the address set forth in Section 13(h). Payments must be received by MBFG not later than 12:00 noon Pacific Time Zone; payments received after 12:00 noon shall not be required credited to comply Seller until the next Business Day. All payments to MBFG by wire transfer shall be into the account designated by MBFG. All payments must be in lawful money of the United States of America in same day funds. Payments to Seller under this Agreement, or to a third party for the benefit of Seller, may be by check, which may be mailed, picked up in person, or deposited directly into an account designated by Seller, by wire transfer to an bank account designated in writing by such Seller to MBFG. All fees or costs associated with any Instructions payment to settle the purchase of any securities for an AccountSeller, unless there are sufficient immediately available funds in the Accountincluding without limitation, PROVIDED THAT, if, after all expenses, debits wire transfer fees and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlementother associated fees, shall credit be the Securities to an Account by making a final entry on its books and recordsresponsibility of Seller. (c) Notwithstanding the foregoingWhenever any payment to be made hereunder is stated to be due on a day other than a Business Day, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle payment shall be made on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Accountnext succeeding Business Day. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected or returned merchandise or services or any cash discount, discount for quick payment or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or --------- cancellations in respect of such Securities purchased Obligor's bankruptcy), the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction or acquired will be debited adjustment. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 2.06 or 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Receivable in the amount of such Diluted Receivable. If the Seller is not the Servicer, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made Purchaser, the Servicer and if after all Conditional Creditsthe Seller, as defined belowsoon as practicable and in any event within three (3) Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowServicer or the Purchaser or its assignee or designee, repurchase such Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Receivable. Each repurchase of a Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Receivable. If the Seller is not the Servicer, the Custodian, upon settlement, Seller shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable pay to the Account have been made, there remains outstanding any Conditional Credit applicable Servicer on or prior to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a next Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall repurchase price required to be liable paid pursuant to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerthis subsection. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article IV of this Agreement. The Collection Agent shall direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities Collection Agent shall forthwith cause all such Collections received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market Collection Accounts to be transferred into the Controlled Account within one Business Day; provided that, if the balance in which any such Collection Account is less than $50,000, the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian Collection Agent shall not be liable obligated to transfer any amounts from such Collection Account as long as the account balance remains less than $50,000 and also as long as the balance is transferred according to a standing order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000 remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices Liquidation Day and procedures current computations of each Receivable Interest in the applicable jurisdiction or marketPool Receivables. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received or deemed received by it pursuant to comply this Agreement with respect to any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds Receivable Interest in the AccountPool Receivables: (i) set aside and hold in trust (and, PROVIDED THATat the request of the Administrative Agent, ifsegregate such amount into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, after all expensesout of the percentage of such Collections attributable to such Receivable Interest in the Pool Receivables, debits and withdrawals ("Debits") applicable an amount equal to the Account have been made Yield, all fees and payments due pursuant to each of the Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable Interest in the Pool Receivables and not previously set aside; (ii) if after all Conditional Creditssuch day is not a Liquidation Day, as defined belowreinvest with the Seller, applicable on behalf of the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the remainder of such percentage of Collections, to the Account have been made final entries extent representing a return of Capital, by recomputation of such Receivable Interest in the Pool Receivables pursuant to Section 1.03; (iii) if such day is a Liquidation Day, set aside and hold in trust the entire remainder of such percentage of Collections for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables (and, at the request of the Administrative Agent, segregate such amount into a separate account into which no other funds are deposited); provided, however, that if the Liquidation Day resulted solely by reason of the non-satisfaction of the initial purchase conditions (as set forth in (dparagraph 1 of Exhibit II) below, and such conditions are subsequently satisfied or are waived by the amount of immediately available funds in such Account Purchaser Agents and written notice is at least equal provided to the aggregate purchase price Rating Agencies rating the Commercial Paper, any amounts that have been set aside and held in trust pursuant to this clause (iii) shall be reinvested in accordance with the preceding clause (ii); provided that the Event of all securities for which Termination identified as paragraph (g) of Exhibit V cannot be waived by the Custodian has received Instructions Purchaser Agents; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing clause ("Settlement Date"ii) or the first proviso to clause (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess of such amounts and the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to clause (i) above. (c) Notwithstanding On the foregoing, if, after all Debits applicable Settlement Day for a Receivable Interest in the Pool Receivables the Collection Agent shall deposit ratably according to the amount then owed to each Investor or Bank into each Purchaser Agent’s Account have been made, there remains outstanding any Conditional Credit applicable to Collections held for the Account Investors or the amount of immediately available funds in Banks that relate to such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Receivable Interest in the AccountPool Receivables pursuant to Section 1.04(b)(i) and (iii). (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the its Purchaser Agent’s Account, the Custodian related Purchaser Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield, all fees and payments due pursuant to each of the Fee Agreements, and second to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees; and (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Collection Agent in payment in full of all accrued and recordsunpaid Collection Agent Fees if the Collection Agent is not United Rentals or an Affiliate of United Rentals, second to the Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield and all fees and payments due pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata, in reduction to zero of all Capital, fourth to such Investors or Banks or the Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person, pro rata, in payment of any other accrued and unpaid amounts owed by the Seller hereunder, and fifth to the Collection Agent, if United Rentals or an Affiliate of United Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection Agent Fees. In such caseAfter the Capital and Yield and accrued and unpaid Collection Agent Fees with respect to a Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the Investors, the Customer Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest in the Pool Receivables and any excess cash Collateral shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Agreement: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, within the Seller shall be deemed to have received on such day a reasonable time from Collection of such Pool Receivable in the posting amount of such reduction or adjustment; (ii) if on any day any Responsible Officer of the Company becomes aware that the representation and warranty in paragraph (h) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Conditional Credit Collection of such Pool Receivable in full; and (iii) if and after all Debits applicable to the Account extent the Administrative Agent, the Purchaser Agents, any Investors or any Bank or any Indemnified Party or Affected Person shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller, immediately available funds at least equal and, accordingly, the Administrative Agent, the Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected Persons, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by applicable law or the Account relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to facilitate the purchase Receivables of securities without sufficient funds such Obligor in the Account (which funds shall not include the proceeds order of the sale age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables. (g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or reinvest such Collections in accordance with Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such Controlled Account. So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in trust (and, at the request of the purchased securitiesAdministrative Agent or any Purchaser Agent, separate and apart from its own funds and shall clearly ▇▇▇▇ its records to reflect such trust). (h) With respect to each Purchaser that is a Nonrenewing Purchaser that has not been replaced by another Purchaser pursuant to Section 1.13 (any such Purchaser a “Non-Extending Purchaser”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h) (a “Partial Liquidation”). On each Business Day prior to such Non-Extending Purchaser’s Bank Commitment being reduced to zero (provided that no Event of Termination has occurred and is continuing), the Collection Agent shall apply funds out of the Collections represented by the Receivable Interest received and not previously applied in the following manner: (i) set aside and hold in trust in the Collection Account, for the benefit of the Non-Extending Purchasers an amount equal to all Yield and fee(s) and other payments owed under the Fee Agreements (based on the Receivable Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Collection Agent shall thereafter pay to each applicable Purchaser Agent on the last day of each Settlement Period for the Non-Extending Purchasers (ratably according to accrued Yield and fees other payments owed under the Fee Agreements) the amount of such accrued and unpaid fees other payments owed under the Fee Agreements and Yield; (ii) pay to each applicable Purchaser Agent for the account of each Non-Extending Purchaser, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of the Bank related to such Non-Extending Purchasers at such time), and, for the account of any related Purchasers solely to the extent necessary to reduce such Purchaser’s pro rata portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any available Bank Commitment of any remaining Banks related to such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of such Bank Commitment of the Bank related to such Non-Extending Purchaser; provided that, solely for purposes of determining such Non-Extending Purchaser’s ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Purchaser becomes a Non-Extending Purchaser until the date such Bank Commitment of the Bank related to such Non-Extending Purchaser has been paid in full; it being understood that if such day is also a Termination Day or a day on which an Event of Termination has occurred, the Bank Commitment of the Bank related to such Non-Extending Purchaser shall be recalculated at such time (taking into account amounts received by or on behalf of such Purchaser in respect of its Capital pursuant to this clause (ii)), and thereafter Collections shall be set aside for payment to all Purchasers (ratably according to the Bank Commitment of the Bank related to such Non-Extending Purchaser) pursuant to paragraph (d) above; and (iii) reinvest the balance of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.02 hereof.

Settlement Procedures. (a) The proceeds from If on any day the sale outstanding balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will any defective, rejected or returned merchandise or services or any cash discount, discount for quick payment or other adjustment by a Seller or any set-off, such Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Transferred Receivable in the amount of such reduction or acquired will be debited adjustment (each, an "Originator Deemed Collection"). Such Seller shall pay to the Account in accordance with the schedule specified Purchaser, in the Custodian's operating guidelines manner provided in effect from time Section 2.03(a), within three (3) Business Days, all Originator Deemed Collections deemed to time. Upon the execution and delivery of have been received pursuant to this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketsubsection. (b) The Custodian shall not be required to comply with Upon discovery by any Instructions to settle Seller (the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("DebitsAffected Seller") applicable or the Purchaser that at the time of purchase, a Transferred Relevant Receivable sold by the Affected Seller hereunder was not an Eligible Receivable, such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three (3) Business Days following such discovery. The Affected Seller shall, applicable to upon not less than two (2) Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, the amount of immediately available funds in purchase such Account is at least Transferred Relevant Receivable for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Relevant Receivable or replace such Transferred Relevant Receivable with an equivalent Eligible Receivable, each to occur on the Custodian has received Instructions to settle on that date ("next succeeding Applicable Daily Settlement Date"). If such Transferred Relevant Receivable is replaced, with respect to any portion of the outstanding principal balance of the replacement Receivable in excess of the outstanding principal balance of the Transferred Relevant Receivable being replaced, the Custodian, upon settlement, Purchaser shall credit pay to the Securities Affected Seller an amount equal to an Account by making such portion. Each repurchase of a final entry Transferred Relevant Receivable shall include repurchase of the Related Security with respect to such Transferred Relevant Receivable. The proceeds of any repurchase shall be deemed to be a Collection in respect of such Transferred Relevant Receivable. The Affected Seller shall pay to the Purchaser on its books and recordsor prior to the next Applicable Daily Settlement Date the repurchase price required to be paid pursuant to this subsection as provided in Section 2.03(a). (c) Notwithstanding Except as stated in subsection (a), (b) or (c) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been madeReceivables of such Obligor designated by such Obligor or, there remains outstanding any Conditional Credit applicable to if no Receivables are so designated, in accordance with the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the CustomerCollection Policy. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article IV of this Agreement. The Collection Agent shall direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities Collection Agent shall forthwith cause all such Collections received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market Collection Accounts to be transferred into the Controlled Account within one Business Day; provided, that if the balance in which any such Collection Account is less than $50,000, the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian Collection Agent shall not be liable obligated to transfer any amounts from such Collection Account as long as the account balance remains less than $50,000 and also as long as the balance is transferred according to a standing order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000 remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices Liquidation Day and procedures current computations of each Receivable Interest in the applicable jurisdiction or marketPool Receivables. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received or deemed received by it pursuant to comply this Agreement with respect to any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds Receivable Interest in the AccountPool Receivables: (i) set aside and hold in trust (and, PROVIDED THATat the request of the Administrative Agent, ifsegregate such amount into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, after all expensesout of the percentage of such Collections attributable to such Receivable Interest in the Pool Receivables, debits and withdrawals ("Debits") applicable an amount equal to the Account have been made Yield, all fees and payments due pursuant to each of the Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable Interest in the Pool Receivables and not previously set aside; (ii) if after all Conditional Creditssuch day is not a Liquidation Day, as defined belowreinvest with the Seller, applicable on behalf of the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the remainder of such percentage of Collections, to the Account have been made final entries extent representing a return of Capital, by recomputation of such Receivable Interest in the Pool Receivables pursuant to Section 1.03; (iii) if such day is a Liquidation Day, set aside and hold in trust the entire remainder of such percentage of Collections for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables (and, at the request of the Administrative Agent, segregate such amount into a separate account into which no other funds are deposited); provided, however, that if the Liquidation Day resulted solely by reason of the non-satisfaction of the initial purchase conditions (as set forth in paragraph 1 of Exhibit II) and such conditions are subsequently satisfied or are waived by the Purchaser Agents and written notice is provided to the Rating Agencies rating the Commercial Paper, any amounts that have been set aside and held in trust pursuant to this clause (diii) belowshall be reinvested in accordance with the preceding clause (ii), provided that, the amount Events of immediately available funds Termination identified as paragraphs (g) and (i) of Exhibit V cannot be waived by the Purchaser Agents; and (iv) during such times as amounts are required to be reinvested in such Account is at least equal accordance with the foregoing clause (ii) or the proviso to clause (iii), release to the aggregate purchase price Seller for its own account any Collections in excess of all securities for which such amounts and the Custodian has received Instructions amounts that are required to settle on that date be set aside pursuant to clause ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and recordsi) above. (c) Notwithstanding the foregoing, if, after all Debits applicable The Collection Agent shall deposit ratably according to the amount then owed to each Investor or Bank into each Purchaser Agents’ Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making Day for a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Receivable Interest in the AccountPool Receivables, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(i) and (iii). (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the its Purchaser Agent’s Account, the Custodian related Purchaser Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued Yield, all fees and payments due pursuant to each of the Fee Agreements, and second to the Collection Agent in payment in full of all accrued Collection Agent Fees; and (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Collection Agent if the Collection Agent is not United Rentals or an Affiliate of United Rentals, second to the Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and recordsunpaid Yield and all fees and payments due pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata, in reduction to zero of all Capital, fourth to such Investors or Banks or the Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person, pro rata, in payment of any other amounts owed by the Seller hereunder, and fifth to the Collection Agent, if United Rentals or an Affiliate of United Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection Agent Fees. In such caseAfter the Capital and Yield and Collection Agent Fees with respect to a Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the Investors, the Customer Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest in the Pool Receivables and any excess cash Collateral shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Agreement: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, within the Seller shall be deemed to have received on such day a reasonable time from Collection of such Pool Receivable in the posting amount of such reduction or adjustment; (ii) if on any day any of the representations or warranties in paragraph (h) or (e) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Conditional Credit Collection of such Pool Receivable in full; and (iii) if and after all Debits applicable to the Account extent the Administrative Agent, the Purchaser Agents, any Investors or any Bank or any Indemnified Party or Affected Person shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller, immediately available funds at least equal and, accordingly, the Administrative Agent, the Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected Persons, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by applicable law or the Account relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to facilitate the purchase Receivables of securities without sufficient funds such Obligor in the Account (which funds shall not include the proceeds order of the sale age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables. (g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or reinvest such Collections in accordance with Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such Controlled Account. So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in trust and separate and apart from its own funds and shall clearly ▇▇▇▇ its records to reflect such trust. (h) With respect to each Purchaser that is a Nonrenewing Purchaser that has not been replaced by another Purchaser and whose related Bank has not been requested to make a Term-out Period Advance by the Seller pursuant to Section 1.13 (any such Purchaser a “Non-Extending Purchaser”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h) (a “Partial Liquidation”). On each Business Day prior to such Non-Extending Purchaser’s Bank Commitment being reduced to zero (provided that no Event of Termination has occurred and is continuing), the Collection Agent shall apply funds, out of the purchased securitiesCollections represented by the Receivable Interest received and not previously applied, in the following manner: (i) set aside and hold in trust in the Collection Account, for the benefit of the Purchasers an amount equal to all Yield and fees and other payments owed under the Fee Agreements (based on the Receivable Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Collection Agent shall thereafter pay to each Purchaser Agent on the last day of each Settlement Period for the Purchasers (ratably according to accrued Yield and fees other payments owed under the Fee Agreements ) the amount of such accrued and unpaid fees other payments owed under the Fee Agreements and Yield; (ii) pay to each applicable Purchaser Agent for the account of each Non-Extending Purchaser, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of the Bank related to such Purchasers at such time), and, for the account of any related Purchasers solely to the extent necessary to reduce such Purchaser’s pro rata portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any available Bank Commitment of any remaining Banks related to such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of such Bank Commitment of the Bank related to such Non-Extending Purchaser provided that solely for purposes of determining such Non-Extending Purchaser’s ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Purchaser becomes a Non-Extending Purchaser until the date such Bank Commitment of the Bank related to such Non-Extending Purchaser has been paid in full; it being understood that if such day is also a Termination Day or a day on which an Event of Termination has occurred, the Bank Commitment of the Bank related to such Non-Extending Purchaser shall be recalculated at such time (taking into account amounts received by or on behalf of such Purchaser in respect of its Capital pursuant to this clause (ii)), and thereafter Collections shall be set aside for payment to all Purchasers (ratably according to the Bank Commitment of the Bank related to such Non-Extending Purchaser) pursuant to paragraph (d) above; and (iii) reinvest the balance of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.02 hereof.

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller which originated such Receivable shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If such Seller is not the Servicer, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or have been received pursuant to this subsection. If any payment of Purchase Price is due to such Seller on such Settlement Date, such Seller may pay such deemed Collection by crediting the cash portion of such Purchase Price in an agent for amount equal to such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketdeemed Collection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional CreditsPurchaser or the relevant Seller, as defined belowthe case may be, applicable to as soon as practicable and in any event within three Business Days following such discovery. Such Seller shall, upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If such Seller is not the Servicer, such Seller shall pay to the Servicer on or prior to the next Settlement Date the repurchase price required to be paid pursuant to this subsection. If any payment of all securities for which the Custodian has received Instructions Purchase Price is due to settle such Seller on that date ("such Settlement Date"), such Seller may pay such repurchase price by crediting the Custodian, upon settlement, shall credit the Securities cash portion of such Purchase Price in an amount equal to an Account by making a final entry on its books and recordssuch repurchase price. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Accountorder of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable Deemed Collections with respect to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer any Transferred Receivable payable by any Seller under this Section 2.04 shall be liable to the Custodian only for late charges at a rate mutually agreed upon paid in writing by the Custodian Dollars, if such Transferred Receivable is denominated in Dollars, and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficienciespaid in Canadian Dollars, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls if such Transferred Receivable is denominated in the sales proceedsCanadian Dollars. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, including notice of the occurrence of any Liquidation Day and current computations of each Receivable Interest. (1) So long as a BB Downgrade Event (other than the 2005 Downgrade Event and the 2006 Downgrade Events) shall not have occurred the Collection Agent shall, on each day on which Collections of Pool Receivables are received by it: (1) with respect to each Receivable Interest, set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors or the Banks that hold such Receivable Interest, out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Yield, Fees and Collection Agent Fee (and during the Term Period, an amount equal to the Excess Interest in respect of all Cash Secured Advances) accrued through such day for such Receivable Interest and not previously set aside; (2) with respect to each Receivable Interest, if such day is not a Liquidation Day for such Receivable Interest, reinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; (3) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors or the Banks that hold such Receivable Interests (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the Customer acknowledges receipt percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Custodian's operating guidelines Receivable Interests, all of the remaining Collections (but not in effect excess of the Capital of such Receivable Interests); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the date hereof. Notwithstanding Termination Date, and thereafter prior to the preceding sentenceSettlement Date for such Fixed Period the conditions set forth in Section 3.02 are satisfied or waived by the Agent, settlement and payment for Securities received for an Account and delivery such previously set aside amounts shall, to the extent representing a return of Securities maintained for an Account may Capital, be effected reinvested in accordance with the customary preceding subsection (ii) on the day of such subsequent satisfaction or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities waiver of conditions; and (4) during such times as amounts are required to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions reinvested in accordance with the customary foregoing subsection (ii) or established securities trading or securities processing practices the proviso to subsection (iii), release to the Seller for its own account any Collections in excess both of such amounts and procedures in of the applicable jurisdiction or marketamounts that are required to be set aside pursuant to subsection (i) above. (b2) The Custodian If a BB Downgrade Event (other than the 2005 Downgrade Event and the 2006 Downgrade Events) shall have occurred and be continuing, the Collection Agent shall comply with the following: (1) If the Collection Agent shall fail to deliver the Daily Report on any Deposit Date during the Revolving Period, the Collection Agent shall not be required permitted to comply withdraw any amounts from the Lock-Box Accounts on such date or any date thereafter unless and until the Collection Agent shall be in compliance with any Instructions Section 6.02(h) (but subject to settle the purchase right of any securities the Agent to prohibit withdrawals by the Collection Agent from the Lock-Box Accounts in accordance with the Lock-Box Agreements); (2) On the first Business Day following each Deposit Date during the Revolving Period, following delivery of the Daily Report to the Agent, if the Daily Report for an Accountsuch date shows that no Cure Period shall have occurred and be continuing, unless there are sufficient immediately available funds the Collection Agent shall, in the Accountfollowing order: (1) based on the Allocation Percentage on such day, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, determine the amount of immediately available funds in such Account is at least equal to Purchaser Collections and Seller Collections; (2) withdraw from the aggregate purchase price Lock-Box Accounts and from Collections of all securities for Pool Receivables which the Custodian has Collection Agent received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry such Deposit Date and set aside on its books and recordshold in trust (and, at the request of the Agent, segregate) for the Investors and the Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees, and Collection Agent Fee (and during the Term Period, an amount equal to the Excess Interest in respect of all Cash Secured Advances) accrued through such day for the Receivable Interests and not previously set aside; (3) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests; provided that, if immediately following any such reinvestment such Deposit Date would be a Pool Non-compliance Date, the Collection Agent shall retain all such remaining Collections in (or, to the extent the Collection Agent has received any such Collections, redeposit such Collections into) the Lock-Box Accounts (and deposit the other such remaining Collections received by it into the Lock-Box Accounts) to be applied pursuant to Section 2.04(c)(iii)(C); and (4) remit the Seller Collections to the Seller. (c3) Notwithstanding On the foregoingfirst Business Day following each Deposit Date during the Revolving Period, if, after all Debits applicable following delivery of the Daily Report to the Account Agent, if the Daily Report for such date shows that a Cure Period shall have been madeoccurred and be continuing, there remains outstanding any Conditional Credit applicable to the Account or Collection Agent shall, in the following order: (1) based on the Allocation Percentage on such day, determine the amount of immediately available funds in such Account is less than Purchaser Collections and Seller Collections; (2) withdraw from the aggregate purchase price Lock-Box Accounts and from Collections of all securities for Pool Receivables which the Custodian has Collection Agent received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry such Deposit Date and set aside on its books and records hold in trust ("Conditional Credit")and, pending receipt at the request of sufficient immediately available funds the Agent, segregate) for the Investors and the Banks that hold the Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees, and Collection Agent Fee (and during the Term Period, an amount equal to the Excess Interest in respect of all Cash Secured Advances) accrued through such day for the Receivable Interests and not previously set aside; (3) remit to the Cash Collateral Account from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date an amount equal to the lesser of (x) the sum of the remaining Collections in the AccountLock-Box Accounts (and Collections received by the Collection Agent from the Lock-Box Accounts on such Deposit Date) and the remaining Collections of Pool Receivables received by it on such Deposit Date and (y) an amount equal to the excess of the Required Net Receivables Pool Balance over the Net Receivables Pool Balance; (4) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests (for purposes of determining the remainder of Purchaser Collections, any Collections which have previously been applied pursuant to Section 2.04(c)(iii)(C) shall be deemed to be first Seller Collections and then Purchaser Collections); and (5) remit the Seller Collections to the Seller. (d4) IfOn the first Business Day following each Deposit Date during the Amortization Period, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable Collection Agent shall, by no later than 11:00 A.M. (New York City time), remit to the Agent’s Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Collections in the sales proceedsLock-Box Accounts and all Collections of Pool Receivables which the Collection Agent received on such Deposit Date. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds Except as otherwise required by law or the related Contract, all Collections received from the sale or exchange an Obligor of Securities will any Originator Receivable shall be credited and the cost applied to Originator Receivables then outstanding of such Securities purchased or acquired will be debited to Obligor in the Account in accordance order of the age of such Originator Receivables, starting with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreementoldest such Originator Receivable, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and except if payment is designated by such Obligor for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) application against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketspecific Originator Receivables. (b) The Custodian With respect to any Originator Receivables of an Obligor arising from and after the Termination Date which were not sold to the Buyer hereunder but which were billed on the same invoice as Originator Receivables of such Obligor sold by such Originator to the Buyer hereunder (such Originator Receivables, “Post-Termination Date Receivables”), such Originator shall not identify to the Collection Agent, and the Collection Agent shall allocate, Collections with respect to such Obligor on the following basis: (i) for any Obligor with an advanced metering system allowing electricity consumption to be required recorded by the Originator every fifteen minutes, the portion thereof relating to comply electricity consumed by such Obligor prior to the Termination Date shall be treated as Originator Receivables and the portion thereof relating to electricity consumed by such Obligor on or after the Termination Date shall be treated as Post-Termination Date Receivables; and (ii) for any Obligor with any Instructions other type of metering system, using the algorithm published by the Electric Reliability Council of Texas that such Originator uses to settle assign electricity consumption by an Obligor to particular days during a period based on customer-specific variables and actual weather variables, the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable portion thereof relating to electricity consumption by such Obligor assigned by such Originator to days prior to the Account have been made Termination Date shall be treated as Originator Receivables and the portion thereof relating to electricity consumption by such Obligor assigned by such Originator to the Termination Date and days thereafter shall be treated as Post-Termination Date Receivables. Except as otherwise required by law or the related Contract, all payments received from any such Obligor with respect to such Receivables shall be allocated first to the Originator Receivables and then to the Post-Termination Date Receivables, except if after all Conditional Creditspayment is designated by such Obligor for application against specific Originator Receivables or Post-Termination Date Receivables, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and recordsapplicable. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day a Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within five Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale outstanding balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will any defective, rejected or returned merchandise or services or any cash discount, discount for quick payment or other adjustment by a Seller or any set-off, such Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Transferred Receivable in the amount of such reduction or acquired will be debited adjustment (each, an “Originator Deemed Collection”). Such Seller shall pay to the Account in accordance with the schedule specified Purchaser, in the Custodian's operating guidelines manner provided in effect from time Section 2.03(a), within three (3) Business Days, all Originator Deemed Collections deemed to time. Upon the execution and delivery of have been received pursuant to this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketsubsection. (b) The Custodian Upon discovery by any Seller (the “Affected Seller”) or the Purchaser that at the time of purchase, a Transferred Relevant Receivable sold by the Affected Seller hereunder was not an Eligible Receivable, such party shall not be required to comply with any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three (3) Business Days following such discovery. The Affected Seller shall, applicable to upon not less than two (2) Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, the amount of immediately available funds in purchase such Account is at least Transferred Relevant Receivable for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Relevant Receivable or replace such Transferred Relevant Receivable with an equivalent Eligible Receivable, each to occur on the Custodian has received Instructions to settle on that date ("next succeeding Applicable Daily Settlement Date"). If such Transferred Relevant Receivable is replaced, with respect to any portion of the outstanding principal balance of the replacement Receivable in excess of the outstanding principal balance of the Transferred Relevant Receivable being replaced, the Custodian, upon settlement, Purchaser shall credit pay to the Securities Affected Seller an amount equal to an Account by making such portion. Each repurchase of a final entry Transferred Relevant Receivable shall include repurchase of the Related Security with respect to such Transferred Relevant Receivable. The proceeds of any repurchase shall be deemed to be a Collection in respect of such Transferred Relevant Receivable. The Affected Seller shall pay to the Purchaser on its books and recordsor prior to the next Applicable Daily Settlement Date the repurchase price required to be paid pursuant to this subsection as provided in Section 2.03(a). (c) Notwithstanding Except as stated in subsection (a), (b) or (c) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been madeReceivables of such Obligor designated by such Obligor or, there remains outstanding any Conditional Credit applicable to if no Receivables are so designated, in accordance with the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the CustomerCollection Policy. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount, discount for quick payment or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against the Seller (whether such Securities purchased claim arises out of the same or acquired will be debited a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations on account of the insolvency, bankruptcy, or financial inability to pay of the Account applicable Obligor, whether pursuant to an adjustment of the payment amount for such Receivable in accordance with Section 6.02(c) or otherwise), the schedule specified Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the Custodian's operating guidelines in effect from time to timeamount of such reduction or adjustment. Upon If the execution and delivery of this AgreementSeller is not the Collection Agent, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities Seller shall pay to the purchaser thereof Collection Agent on or prior to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketnext Settlement Date all amounts deemed to have been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article IV of this Agreement. The Collection Agent shall direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities Collection Agent shall forthwith cause all such Collections received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market Collection Accounts to be transferred into the Controlled Account within one Business Day; provided that, if the balance in which any such Collection Account is less than $50,000, the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian Collection Agent shall not be liable obligated to transfer any amounts from such Collection Account as long as the account balance remains less than $50,000 and also as long as the balance is transferred according to a standing order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000 remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices Liquidation Day and procedures current computations of each Receivable Interest in the applicable jurisdiction or marketPool Receivables. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received or deemed received by it pursuant to comply this Agreement with respect to any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds Receivable Interest in the AccountPool Receivables: (i) set aside and hold in trust (and, PROVIDED THATat the request of the Administrative Agent, ifsegregate such amount into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables and for the Administrative Agent, after all expensesout of the percentage of such Collections attributable to such Receivable Interest in the Pool Receivables, debits and withdrawals ("Debits") applicable an amount equal to the Account have been made Yield, all fees and payments due pursuant to each of the Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable Interest in the Pool Receivables and not previously set aside; (ii) if after all Conditional Creditssuch day is not a Liquidation Day, as defined belowreinvest with the Seller, applicable on behalf of the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the remainder of such percentage of Collections, to the Account have been made final entries extent representing a return of Capital, by recomputation of such Receivable Interest in the Pool Receivables pursuant to Section 1.03; (iii) if such day is a Liquidation Day, set aside and hold in trust the entire remainder of such percentage of Collections for the Investors or the Banks that hold such Receivable Interest in the Pool Receivables (and, at the request of the Administrative Agent, segregate such amount into a separate account into which no other funds are deposited); provided, however, that if the Liquidation Day resulted solely by reason of the non-satisfaction of the initial purchase conditions (as set forth in (dparagraph 1 of Exhibit II) below, and such conditions are subsequently satisfied or are waived by the amount of immediately available funds in such Account Purchaser Agents and written notice is at least equal provided to the aggregate purchase price Rating Agencies rating the Commercial Paper, any amounts that have been set aside and held in trust pursuant to this clause (iii) shall be reinvested in accordance with the preceding clause (ii); provided that the Event of all securities for which Termination identified as paragraph (g) of Exhibit V cannot be waived by the Custodian has received Instructions Purchaser Agents; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing clause ("Settlement Date"ii) or the first proviso to clause (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess of such amounts and the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to clause (i) above. (c) Notwithstanding On (x) the foregoingSettlement Day for a Receivable Interest in the Pool Receivables the Collection Agent shall deposit, ifas applicable, after all Debits applicable (i) with the Administrative Agent for its own account, Collections held for the Administrative Agent that relate to any fees owed to the Account have been made, there remains outstanding any Conditional Credit applicable Administrative Agent pursuant to the Scotia Capital Fee Agreement and any other accrued and unpaid amounts owed to the Administrative Agent by the Seller hereunder pursuant to Section 1.04(b)(i), (ii) into each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(i), and (iii) with the Administrative Agent for transfer to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank, Collections held for the Investors or the Banks that relate to such Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(iii); provided, that, in the event any Bank is a Delaying Bank at the time of immediately available funds in transfer of such Collections by the Administrative Agent to each Purchaser Agent’s Account is less than pursuant to this clause (iii), then such amounts shall be transferred by the Administrative Agent, first to the Purchaser Agent’s Account of each Purchaser Agent whose related Banks are each Non-Delaying Banks ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, until the aggregate purchase price outstanding Capital of all securities for which Receivable Interests in the Custodian Pool Receivables held by each Bank plus, in the event such Bank has received Instructions any related Purchasers, such Bank’s ratable share of the outstanding Capital of Receivable Interests in the Pool Receivables held by such related Purchasers is equal to settle such Bank’s ratable share (based on the Settlement Dateapplicable Bank’s Percentage) of the aggregate outstanding Capital of Receivable Interests in the Pool Receivables, and second to each Purchaser Agent’s Account ratably according to the amount then owed to each Investor or Bank and (y) any Liquidation Day that occurs at such time that there is a Delaying Bank, upon the request of the Purchaser Agents whose related Banks are each Non-Delaying Banks, the Custodian, upon settlement, may credit Collection Agent shall deposit with the securities Administrative Agent for transfer to the applicable Purchaser Agent’s Account by making a conditional entry on its books and records ("Conditional Credit")of each such Purchaser Agent ratably according to the amount then owed to each Investor or Bank related to each such Purchaser Agent, pending receipt of sufficient immediately available funds Collections held for the Investors or the Banks that relate to such Receivable Interest in the AccountPool Receivables pursuant to Section 1.04(b)(iii) in an amount required for application in full under item “first” contained in the proviso at the end of Section 1.04(c)(x)(iii). (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the its Purchaser Agent’s Account, the Custodian related Purchaser Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield, all fees and payments due pursuant to each of the Fee Agreements, and second to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees; and (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Collection Agent in payment in full of all accrued and recordsunpaid Collection Agent Fees if the Collection Agent is not United Rentals or an Affiliate of United Rentals, second to the Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables, pro rata, in payment in full of all accrued and unpaid Yield and all fees and payments due pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata, in reduction to zero of all Capital, fourth to such Investors or Banks or the Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person, pro rata, in payment of any other accrued and unpaid amounts owed by the Seller hereunder, and fifth to the Collection Agent, if United Rentals or an Affiliate of United Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection Agent Fees. In such caseAfter the Capital and Yield and accrued and unpaid Collection Agent Fees with respect to a Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the Investors, the Customer Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest in the Pool Receivables and any excess cash Collateral shall be liable paid to the Custodian only Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Agreement: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, within or any setoff or dispute between the Originator and an Obligor due to a reasonable time from claim arising out of the posting same or any other transaction, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment; (ii) if on any day any Responsible Officer of the Company becomes aware that the representation and warranty in paragraph (h) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Conditional Credit Collection of such Pool Receivable in full; and (iii) if and after all Debits applicable to the Account extent the Administrative Agent, the Purchaser Agents, any Investors or any Bank or any Indemnified Party or Affected Person shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller, immediately available funds at least equal and, accordingly, the Administrative Agent, the Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected Persons, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required by applicable law or the Account relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to facilitate the purchase Receivables of securities without sufficient funds such Obligor in the Account (which funds shall not include the proceeds order of the sale age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables. (g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or reinvest such Collections in accordance with Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such Controlled Account. So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in trust (and, at the request of the purchased securitiesAdministrative Agent or any Purchaser Agent, separate and apart from its own funds and shall clearly ▇▇▇▇ its records to reflect such trust). (h) With respect to each Bank that is a Nonrenewing Bank that has not been replaced by another Bank pursuant to Section 1.13 (any such Bank, a “Non-Extending Bank”), the Collection Agent shall implement the procedures set forth in this Section 1.04(h) (a “Partial Liquidation”). On each Business Day prior to such Non-Extending Bank’s Bank Commitment being reduced to zero (provided that no Event of Termination has occurred and is continuing), the Collection Agent shall apply funds out of the Collections represented by the Receivable Interest received and not previously applied in the following manner: (i) set aside and hold in trust in the Collection Account, for the benefit of the Non-Extending Banks and their related Purchasers, if any, an amount equal to all Yield and fee(s) and other payments owed under the Fee Agreements (based on the Receivable Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Collection Agent shall thereafter pay to each applicable Purchaser Agent (ratably according to accrued Yield and fees and other payments owed under the Fee Agreements) on the last day of each Settlement Period for the Non-Extending Banks the amount of such accrued and unpaid fees and other payments owed under the Fee Agreements and Yield; (ii) pay to each applicable Purchaser Agent for the account of each Non-Extending Bank, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of the Non-Extending Bank at such time), and, in the event such Non-Extending Bank has any related Purchasers, for the account of such related Purchasers solely to the extent necessary to reduce any such Purchaser’s pro rata portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any available Bank Commitment of any remaining Banks related to any such Purchaser at such time, from such Collections remaining after application pursuant to clause (i) above, the amount of such Bank Commitment of the Non-Extending Bank; provided that, solely for purposes of determining such Non-Extending Bank’s ratable share of such Collections, such Bank Commitment shall be deemed to remain constant from the date such Bank becomes a Non-Extending Bank until the date such Bank Commitment of the Non-Extending Bank has been paid in full; it being understood that if such day is also a Termination Date or a day on which an Event of Termination has occurred, the Bank Commitment of the Non-Extending Bank shall be recalculated at such time (taking into account amounts received by or on behalf of such Bank in respect of its Capital pursuant to this clause (ii)), and thereafter Collections shall be set aside for payment to all Investors (ratably according to the Bank Commitment of such Non-Extending Bank) pursuant to paragraph (d) above; and (iii) reinvest the balance of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.02 hereof. (i) Within one Business Day after the end of each Fixed Period, each Purchaser Agent shall furnish the Seller with an invoice setting forth the amount of the accrued and unpaid Yield and fees for such Fixed Period with respect to the Receivable Interests held by such Purchaser Agent’s related Investors.

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, the Customer acknowledges receipt including notice of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement occurrence of any Liquidation Day and payment for Securities received for an Account and delivery current computations of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketeach Receivable Interest. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received by it: (i) with respect to comply with any Instructions to settle the purchase of any securities for an Accounteach Receivable Interest, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry aside on its books and recordshold for the benefit of (and, at the request of the Program Agent following the taking of any action permitted by the first sentence of Section 6.03(a), segregate for) the Investors or the Banks that hold such Receivable Interest and for the Investor Agents, out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Yield, Fees and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside; (ii) on each such date which is a day following a Report Date on which a Daily Report was delivered showing that (x) outstanding Capital plus Total Reserves exceeded (y) the sum of the Maximum Percentage Factor multiplied by the Net Receivables Pool Balance (as of the related Report Date) plus the amount (if any) on deposit in the Cure Account as of the related Report Date, the Collection Agent shall remit to the Cure Account the remaining Collections in the Lock-Box Accounts and Collections received by the Collection Agent on such date, provided that the Collection Agent shall not be obligated to remit Collections to the Cure Account pursuant to this clause (ii) to the extent that after giving effect thereto the amount on deposit in the Cure Account would exceed the Cure Amount; (iii) with respect to each Receivable Interest, if such day is not a Liquidation Day for such Receivable Interest, reinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; (iv) if such day is a Liquidation Day for any one or more Receivable Interests, set aside on its books and hold for the benefit of (and, at the request of the Program Agent, segregate for) the Investors and/or the Banks that hold such Receivable Interests and for the Investor Agents (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but not in excess of the Capital of such Receivable Interests and any other amounts payable by the Seller hereunder); provided that if amounts are set aside and held for the benefit of any Investors or Banks on any Liquidation Day occurring prior to the Termination Date, and thereafter prior to the next Settlement Date (Capital) the conditions set forth in Section 3.02 are satisfied or waived by the Agents, such previously set aside amounts shall, to the extent they represent a return of Capital and have not been deposited to the Investor Agent’s Accounts pursuant to Section 2.04(c), be reinvested in accordance with the preceding subsection (iii) on the day of such subsequent satisfaction or waiver of conditions; and (v) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (iii) or the proviso to subsection (iv), release to the Seller for its own account any Collections in excess both of such amounts and of the amounts that are required to be set aside pursuant to subsections (i) and (ii) above. On any Business Day on which funds are on deposit in the Cure Account, the Collection Agent (i) shall, upon the occurrence and continuance of a Trigger Event or upon the written request of Investor Agents representing the Majority Banks, and may (if the funds in the Cure Account exceed $2,500,000), upon written notice to the Program Agent and each of the Investor Agents, remit such funds from the Cure Account to the Program Agent’s Account, and the Program Agent shall thereafter deposit each Investor Agent’s allocable portion thereof to the Investor Agent’s Accounts for the ratable payment of Capital and any other amounts owed by the Seller hereunder to the relevant Investors and Banks pursuant to Section 2.04(d), or (ii) may, following delivery of a Seller Report to the Program Agent and each of the Investor Agents, withdraw from the Cure Account and remit to the Seller all or a portion of the funds in the Cure Account; provided that (x) no Trigger Event shall have occurred and be continuing and (y) such Seller Report shall state that, as of the related Report Date after taking account of the proposed withdrawal, (A) the sum of the Maximum Percentage Factor multiplied by the Net Receivables Pool Balance and the remaining amount on deposit in the Cure Account will be equal to or greater than (B) outstanding Capital plus Total Reserves, and such Seller Report shall set forth the calculation supporting such statement. (c) Notwithstanding The Collection Agent shall deposit into the foregoingProgram Agent’s Account, ifand the Program Agent shall thereafter, after all Debits taking into account any deductions that the Program Agent may make in accordance with clause “first” of Section 2.04(d)(ii), deposit in the applicable to the Investor Agent’s Account have been madeof each Investor Agent, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle (i) on the Settlement Date (Yield and Fees) for each Receivable Interest, Collections held for the Investors or the Banks in each Investor Agent’s Group with respect to Yield, Fees and other amounts (other than Capital) that relate to such Receivable Interest pursuant to Section 2.04(b); provided that, if such Settlement Date (Yield and Fees) is not a Liquidation Day or a Pool Non-compliance Date, the CustodianCollection Agent may withhold from each such deposit an amount equal to all accrued Collection Agent Fee payable by the Investors and Banks in each Group, upon settlementand (ii) on the Settlement Date (Capital) for each Receivable Interest, may credit all other Collections held for the securities Investors or the Banks in each Investor Agent’s Group that relate to such Receivable Interest pursuant to Section 2.04(b). On the Business Day immediately following the delivery of any Monthly Report or Weekly Report which sets forth a Pool Non-compliance Date as of the close of business on the last Business Day of the preceding calendar month or Week, as applicable, and on each Business Day thereafter until a Pool Non-compliance Date no longer exists, the Collection Agent shall deposit into the Program Agent’s Account, and the Program Agent shall thereafter deposit each Investor Agent’s allocable portion thereof to the applicable Account by making a conditional entry on its books and records Investor Agent’s Accounts, Collections set aside pursuant to subsection ("Conditional Credit"iv) of Section 2.04(b); provided that the aggregate amount deposited pursuant to this sentence with respect to any Monthly Report or Weekly Report shall not exceed an amount such that, pending receipt after giving effect to the application of sufficient immediately available funds in such amount to the Accountreduction of Capital, the Net Receivables Pool Balance is equal to the Required Net Receivables Pool Balance. (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the an Investor Agent’s Account, the Custodian relevant Investor Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit a final entry on Investors or the Banks in its books Group that hold the relevant Receivable Interest and records. In to such caseInvestor Agent in payment in full of all accrued Yield and Fees, second to the Customer Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group, except to the extent such Collection Agent Fee has been withheld by the Collection Agent pursuant to Section 2.04(c) above, and third to such Investor Agent and/or the Investors and Banks in its Group in payment of any other amounts (other than Capital) owed by the Seller hereunder; provided, however, that the portion (if any) of such deposit withdrawn from the Cure Account pursuant to the last paragraph of Section 2.04(b) shall be liable first paid ratably to the Custodian only for late charges at a rate mutually agreed upon Investors or Banks in writing by such Group holding any portion of the Custodian and the Customerrelevant Receivable Interests in reduction of Capital. (eii) Ifif such distribution occurs on a Liquidation Day, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable first to the Account have been made, immediately available funds at least equal Program Agent (if such Investor Agent is CNAI) in payment of any amounts owed by the Seller to the aggregate purchase price of all securities subject Program Agent and/or CNAI pursuant to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account Section 11.04(a) in connection with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated incurred by the Program Agent and to such Investor Agent in payment of any amounts owed by the Seller to such Investor Agent pursuant to Section 11.04(a) in connection with out-of pocket costs and expenses incurred by such Investor Agent (it being understood and agreed that the amounts payable under this clause “first” may, if the Program Agent so elects, be deducted by the Program Agent from the amounts deposited by the Program Agent into the applicable Investor Agent’s Account), second to the Collection Agent (if the Collection Agent is not IR Company or an Affiliate of IR Company) in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in such Investor Agent’s Group, third to the Investors or the Banks in such Investor Agent’s Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield, Fees and Liquidation Fee, fourth to such Investors and/or Banks in reduction to zero of all Capital, fifth to such Investors, Banks or such Investor Agent in payment of any other amounts owed by the Seller hereunder, and sixth to the Collection Agent (if the Collection Agent is IR Company or an Affiliate of IR Company); provided, however, that if such funds were deposited into such Investor Agent’s Account pursuant to the second sentence of Section 2.04(c) as the result of the occurrence of a Pool Non-compliance Date, such funds shall instead be distributed ratably to the Investors or the Banks in such Group that hold the relevant Receivable Interest in reduction of the Capital thereof. After the Capital, Yield, Fees and Collection Agent Fee with respect to all Receivable Interests, and any other amounts payable by the Seller to the Investors, the Banks, the Investor Agents or the Program Agent hereunder, have been paid in full and any contingent obligations of the Program Agent under any Lock-Box Agreement or the Cure Account Agreement have been released, all additional Collections with respect to such Receivable Interest shall be paid to the Seller for its own account. (e) For the purposes of this Section 2.04: (i) if on any day any Pool Receivable becomes (in whole or in part) a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such Diluted Receivable; (ii) if on any day any of the representations or warranties contained in Section 4.01(i) is no longer true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the sale oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Program Agent or any of the securitiesInvestor Agents, including the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but not limited torather to have been retained by the Seller and, shortfalls accordingly, the Program Agent or such Investor Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees Within one Business Day after the end of each Fixed Period in respect of which Yield is computed by reference to the Investor Rate, each Investor Agent shall furnish the Program Agent with, and the Program Agent shall forward to the Seller, an invoice setting forth the amount of the accrued and unpaid Yield and Fees for such Fixed Period with respect to the Receivable Interests held by the Investors and the Banks in such Investor Agent’s Group. (g) For the avoidance of doubt, to the extent that it will not use cash is released to the Account Seller pursuant to facilitate and in accordance with Section 2.04(b) and is subsequently applied by the Seller to purchase Receivables under a Purchase Agreement, such cash shall, upon the completion of such purchase of securities without sufficient funds Receivables, be automatically released from any security interest granted in the Account (which funds shall not include the proceeds of the sale of the purchased securities)such cash pursuant to Section 2.11.

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, the Customer acknowledges receipt including notice of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement occurrence of any Liquidation Day and payment for Securities received for an Account and delivery current computations of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketeach Receivable Interest. (b) The Custodian So long as no Level II Downgrade Event shall not be required have occurred, the Collection Agent shall, on each Deposit Date, with respect to comply with Collections deposited in any Instructions to settle of the purchase of any securities for an Account, unless there are sufficient immediately available funds Lock-Box Accounts on such Deposit Date or received by the Collection Agent on such Deposit Date (in the Accountfollowing order and priority): (i) with respect to each Receivable Interest, PROVIDED THATset aside and hold in trust (and, ifat the request of the Program Agent following the occurrence and during the continuation of a Collection Agent Default, after all expensessegregate) for the Investors or the Banks that hold such Receivable Interest and for the Investor Agents, debits and withdrawals ("Debits") applicable out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Account have been made Yield, Fees and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside; (ii) with respect to each Receivable Interest, if after all Conditional Creditssuch day is not a Liquidation Day for such Receivable Interest, as defined belowreinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, applicable to the Account have been made final entries as extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; (iii) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and/or the Banks that hold such Receivable Interests and for the Investor Agents (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but not in excess of the Capital of such Receivable Interests); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter prior to the next succeeding Settlement Date the conditions set forth in (d) belowSection 3.02 are satisfied or waived by the Program Agent and the Investor Agents, the amount of immediately available funds in such Account is at least equal previously set aside amounts shall, to the aggregate purchase price extent representing a return of all securities for which Capital, be reinvested in accordance with the Custodian has received Instructions preceding subsection (ii) on the day of such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing subsection ("Settlement Date"ii) or the proviso to subsection (iii), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess both of such amounts and of the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to subsection (i) above. (c) Notwithstanding If a Level II Downgrade Event shall have occurred and be continuing, the foregoingCollection Agent shall comply with the following: (I) On each Deposit Date during the Revolving Period, ifthe Collection Agent shall, after all Debits applicable by no later than 3:00 P.M. (New York City time), deliver to the Account have been madeProgram Agent and the Investor Agents the Daily Report for such date. If the Collection Agent shall fail to deliver the Daily Report on any Deposit Date during the Revolving Period, there remains outstanding the Collection Agent shall not be permitted to withdraw any Conditional Credit applicable amounts from the Lock-Box Accounts on any date thereafter unless and until the Collection Agent shall be in compliance with this subsection (I) (but subject to the Account or right of the Agent to prohibit withdrawals by the Collection Agent from the Lock-Box Accounts to the extent provided in Section 6.03). (II) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that no Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (i) based on the Allocation Percentage on such day, determine the amount of immediately available funds in such Account is less than Purchaser Collections and Seller Collections; (ii) withdraw from the aggregate purchase price Lock-Box Accounts and from Collections of all securities for Pool Receivables which the Custodian has Collection Agent received Instructions on such Deposit Date and set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to settle the Yield, Fees and Collection Agent Fee accrued through such day for the Receivable Interests and not previously withdrawn and set aside; (iii) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Settlement Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests; provided that, if immediately following any such reinvestment such Deposit Date would be a Pool Non-compliance Date, the CustodianCollection Agent shall retain all such remaining Collections in (or, upon settlement, may credit the securities to the applicable extent the Collection Agent has received any such Collections, redeposit such Collections into) the Lock-Box Accounts (and deposit the other such remaining Collections received by it into the Lock-Box Accounts) to be applied pursuant to Section 2.04(c)(III)(iii); and (iv) remit the Seller Collections to the Seller. (III) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that a Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order: (i) based on the Allocation Percentage on such day, determine the amount of Purchaser Collections and Seller Collections; (ii) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and Banks that hold Receivable Interests, out of Purchaser Collections, an amount equal to the Yield, Fees and Collection Agent Fee accrued through such day for the Receivable Interests and not previously withdrawn and set aside; (iii) remit to the Cash Collateral Account from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date an amount equal to the lesser of (x) the sum of the remaining Collections in the Lock-Box Accounts (and Collections received by making the Collection Agent from the Lock-Box Accounts on such Deposit Date) and the remaining Collections of Pool Receivables received by it on such Deposit Date and (y) an amount equal to the excess of the Required Net Receivables Pool Balance over the Net Receivables Pool Balance; (iv) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a conditional entry on its books return of Capital, to be reinvested with the Seller in Receivable Interests (for purposes of determining the remainder of Purchaser Collections, any Collections which have previously been applied pursuant to Section 2.04(c)(III)(iii) shall be deemed to be first Seller Collections and records then Purchaser Collections); and ("Conditional Credit"v) remit the Seller Collections to the Seller. (IV) On the first Business Day following each Deposit Date during the Liquidation Period, the Collection Agent shall, by no later than 3:00P.M. (New York City time), pending receipt of sufficient immediately available funds remit to each Investor Agent’s Account for each Investor Agent all Collections held for such Investor Agent, the Investors and/or the Banks in its Group in the AccountLock-Box Accounts and such Investor Agent’s pro-rata portion of all Collections of Pool Receivables which the Collection Agent received on such Deposit Date. (d) IfThe Collection Agent shall deposit into the Investor Agent’s Account for each Investor Agent (i) on each Settlement Date, within Collections held for such Investor Agent, the Investors and/or the Banks in its Group during the prior calendar month pursuant to Sections 2.04(b)(i), 2.04(c)(II)(ii) and 2.04(c)(III)(ii), (excluding, however, so long as the Originator is the Collection Agent, the Collection Agent Fee) and (ii) on the Settlement Date for each Receivable Interest, Collections held for such Investor Agent, the Investors and/or the Banks in its Group that relate to such Receivable Interest pursuant to Section 2.04(b) or (c) (other than as set forth in clause (i)). After the occurrence and during the continuation of Level I Downgrade Event which is not a reasonable time from Level II Downgrade Event, on the posting Business Day immediately following the delivery of any Weekly Report which sets forth a Conditional Credit Pool Non-Compliance Date as of the close of business on the last Business Day of the preceding Week, and on each Business Day thereafter until a Pool Non-Compliance Date no longer exists, the Collection Agent shall deposit into the Investor Agent’s Account for each Investor Agent Collections set aside for such Investor Agent, the Investors and/or Banks in its Group pursuant to clause (iii) of Section 2.04(b), provided that the aggregate amount deposited pursuant to this sentence with respect to any Weekly Report shall not exceed an amount such that, after all Debits applicable giving effect to the Account have been madeapplication of such amount to the reduction of Capital, immediately available funds at least the sum of the Receivable Interests is equal to the aggregate purchase price of all securities subject 100%. The Collection Agent shall pay to a Conditional Credit itself on a each Settlement Date which is not a Liquidation Day Collections set aside with respect to each Receivable Interest on account of accrued Collection Agent Fee. On any Business Day on which funds are deposited into on deposit in the Cash Collateral Account, the Custodian Collection Agent (i) shall, upon written notice from the Program Agent or any of the Investor Agents, and may (if the funds in the Cash Collateral Account exceed $10,000,000), upon written notice to the Program Agent and the Investor Agents, remit such funds from the Cash Collateral Account to the Investor Agent’s Account for each Investor Agent, such remittance to be applied as a reduction of Capital, or (ii) may, following delivery of the Weekly Report or Daily Report to the Program Agent, as the case may be, withdraw from the Cash Collateral Account and remit to the Seller all or a portion of the funds in the Cash Collateral Account; provided that such Weekly Report or Daily Report, as the case may be, shall make state that, after taking account of the Conditional Credit a final entry on its books and records. In such caseproposed withdrawal, the Customer Net Receivables Pool Balance on such day will be equal to or greater than the Required Net Receivables Pool Balance, and such Weekly Report or such Daily Report, as the case may be, shall be liable to set forth the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customercalculation supporting such statement. (e) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Investor Agent’s Account, the Customerrelevant Investor Agent shall distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, authorizes first to the CustodianInvestors or the Banks in its Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield and Fees and then to the Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group; provided, as agentthat if such distribution related to Collections remitted from the Cash Collateral Account, such distribution shall be paid to sell the securities Investors and credit the applicable Account Banks in its Group that hold the Receivable Interest in respect thereof, in reduction of Capital. (ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks in its Group that hold the relevant Receivable Interest and to such Investor Agent in payment in full of all accrued Yield and Fees, second to such Investors and/or Banks in reduction to zero of all Capital, third to such Investors, Banks or such Investor Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee payable by the Investors and Banks in its Group. After the Capital, Yield, Fees and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the proceeds of such sale. In such caseSeller to the Investors, the Customer Banks, the Investor Agents or the Program Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be liable paid to the Custodian Seller for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsits own account. (f) The Customer agrees that it will not use For the Account purposes of this Section 2.04: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected or returned merchandise or services, or any cash discount, discount for quick payment or other adjustment made by the Seller or the Originator, or any setoff, the Seller shall be deemed to facilitate the purchase have received on such day a Collection of securities without sufficient funds such Pool Receivable in the Account amount of such reduction or adjustment; (which funds ii) if on any day upon each purchase or reinvestment (A) any of the representations or warranties contained in Section 4.01(h) is no longer true with respect to any Pool Receivable or (B) the Investors or the Banks, as the case may be, shall not include acquire a valid and perfected first priority undivided percentage ownership interest to the proceeds extent of the sale pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, then the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(f), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the purchased securities)age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Program Agent, any of the Investor Agents, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Program Agent, such Investor Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (g) In the event that the Program Agent or any Investor Agent receives Collections in respect of any Receivable directly from an Obligor, such Agent shall, at its option, either (i) promptly forward such Collections to the Collection Agent (and the Collection Agent shall apply such Collections in accordance with this Section 2.04) or (ii) promptly apply such Collections in accordance with this Section 2.04 in the same manner that Collection Agent would apply such Collections.

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy, insolvency or acquired will similar event), the Seller shall be debited deemed to have received on such day a Collection of such Transferred Receivable in the amount of such reduction or adjustment. The Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with have been received pursuant to this subsection during the expectation of receiving later payment for such Securities from such purchaser or dealerrelated Fiscal Month. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices [Purchase and procedures in the applicable jurisdiction or market.Contribution Agreement] (b) The Custodian Upon discovery by the Seller or the Purchaser of a breach of any of the representations or warranties made by such Seller in Section 4.01(i) with respect to any Transferred Receivable, such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within three Business Days following such discovery. If such breach cannot be required to comply with any Instructions to settle cured, such Seller shall, upon not less than two Business Days' notice from the purchase of any securities Purchaser or its assignee or designee, repurchase such Transferred Receivable on the next succeeding Settlement Date for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect to such Transferred Receivable. The Seller shall pay to the Collection Agent under the Sale Agreement on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding --------------------- Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will any defective, rejected, returned or repossessed Equipment or services or any cash discount or other adjustment made by the Originator, or any setoff or dispute between the Originator and an Obligor due to a claim arising out of the same or any other transaction, the Originator shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Transferred Receivable in the amount of such reduction or acquired will be debited adjustment. If the Originator is not the Collection Agent, the Originator shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Originator or the Transferee of a breach of any securities for an Accountof the representations and warranties made by the Originator in Section 4.01(i) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Originator shall be deemed to have received a Collection in full of such Transferred Receivable, applicable and all other Receivables relating to the Account have been made final entries as set forth in (d) belowsame Contract, and make available to the Transferee on the next succeeding Settlement Date an amount of immediately available funds in such Account is at least equal to the aggregate purchase price Outstanding Balance of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date")such Transferred Receivable. Upon such amount being made available, the CustodianTransferee shall retransfer such Transferred Receivables to the Originator. Each retransfer of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. If the Originator is not the Collection Agent, upon settlement, the Originator shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the amount required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Purchased Asset becomes (in whole or in part) a Diluted Receivable or a Diluted Participation Interest (as the sale or exchange of Securities will case may be), the Seller which originated such Purchased Asset shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Purchased Asset in the amount of such Diluted Receivable or acquired will be debited Diluted Participation Interest (as the case may be). If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by any Seller in Section 4.01(j) with respect to any Purchased Asset, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made Purchaser, the Collection Agent, and if after all Conditional Creditsthe applicable Seller, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The applicable Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Purchased Asset on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Purchased Asset. Each repurchase of a Purchased Asset shall include the Related Security with respect to such Purchased Asset. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Purchased Asset. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Purchased Receivable or Participated Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount, discount for quick payment or other adjustment made by the cost relevant Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against such Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor’s bankruptcy), such Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction or acquired will be debited adjustment. If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with Upon discovery by any Instructions to settle Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by a Seller in Section 4.01(j) with respect to any Purchased Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional CreditsPurchaser or the relevant Seller as applicable, as defined belowsoon as practicable and in any event within three Business Days following such discovery. Such Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Purchased Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Purchased Receivable. Each repurchase of a Purchased Receivable shall include the Related Security with respect to such Purchased Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Purchased Receivable. If such Seller is not the Collection Agent, such Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Purchased Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller which originated such Receivable shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If such Seller is not the Servicer, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or have been received pursuant to this subsection. If any payment of Purchase Price is due to such Seller on such Settlement Date, such Seller may pay such deemed Collection by crediting the cash portion of such Purchase Price in an agent for amount equal to such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketdeemed Collection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional CreditsPurchaser or the relevant Seller, as defined belowthe case may be, applicable to as soon as practicable and in any event within three Business Days following such discovery. Such Seller shall, upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If such Seller is not the Servicer, such Seller shall pay to the Servicer on or prior to the next Settlement Date the repurchase price required to be paid pursuant to this subsection. If any payment of all securities for which the Custodian has received Instructions Purchase Price is due to settle such Seller on that date ("such Settlement Date"), such Seller may pay such repurchase price by crediting the Custodian, upon settlement, shall credit the Securities cash portion of such Purchase Price in an amount equal to an Account by making a final entry on its books and recordssuch repurchase price. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Accountorder of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable Deemed Collections with respect to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer any Transferred Receivable payable by any Seller under this Section 2.04 shall be liable to the Custodian only for late charges at a rate mutually agreed upon paid in writing by the Custodian Dollars, if such Transferred Receivable is denominated in Dollars, and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficienciespaid in Canadian Dollars, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls if such Transferred Receivable is denominated in the sales proceedsCanadian Dollars. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day a Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller which sold such Receivable to the Purchaser shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If such Seller is not a Servicer, such Seller shall pay to the Account Servicer of Transferred Receivables transferred by such Seller on or prior to the next Settlement Date all amounts deemed to have been received pursuant to this subsection, provided, that, so long as an Event of Termination has not occurred and is not continuing, such Seller shall have no obligation to make any payment in accordance with respect of deemed Collections so long as the schedule specified sum of the Receivable Interests (as defined in the Custodian's operating guidelines in effect from time Sale Agreement), each expressed as a percentage, shall continue to time. Upon be less than or equal to the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures Maximum Purchaser Interest (as defined in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketSale Agreement). (b) The Custodian shall not be required to comply with Upon discovery by any Instructions to settle Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by such Seller in Section 4.01(i) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional CreditsPurchaser or the relevant Seller, as defined belowthe case may be, applicable to as soon as practicable and in any event within three Business Days following such discovery. Such Seller shall, upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If such Seller is not a Servicer, such Seller shall pay to the Servicer of Transferred Receivables transferred by such Seller on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Accountorder of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable Deemed collections with respect to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer any Transferred Receivable payable by any Seller under this Section 2.04 shall be liable to the Custodian only for late charges at a rate mutually agreed upon paid in writing by the Custodian and the CustomerDollars. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Purchased Asset becomes (in whole or in part) a Diluted Receivable or a Diluted Participation Interest (as the sale or exchange of Securities will case may be), the Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Purchased Asset in the amount of such Diluted Receivable or acquired will be debited Diluted Participation Interest (as the case may be). If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Purchased Asset, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made Purchaser, the Collection Agent, and if after all Conditional Creditsthe Seller, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days' notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Purchased Asset on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Purchased Asset. Each repurchase of a Purchased Asset shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Purchased Asset. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Purchased Asset. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Purchased Receivable or Participated Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from Collection of the sale or exchange of Securities will Pool Receivables shall be credited and the cost of such Securities purchased or acquired will be debited to the Account administered by a Collection Agent, in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery terms of Article VI of this Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, the Customer acknowledges receipt including notice of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement occurrence of any Liquidation Day and payment for Securities received for an Account and delivery current computations of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketeach Receivable Interest. (b) The Custodian shall not be required Collection Agent shall, on each day on which Collections of Pool Receivables are received by it: (i) pay to comply with the Originator and/or EDS, as the case may be, any Instructions such Collections which are identified as amounts referred to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Accountsecond sentence of the definition of “Outstanding Balance”; (ii) with respect to each Receivable Interest, PROVIDED THATset aside and hold in trust (and, ifat the request of the Agent, after all expensessegregate) for the Investors or the Banks that hold such Receivable Interest, debits and withdrawals ("Debits") applicable out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Account have been made Yield, Fees and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside; (iii) with respect to each Receivable Interest, if after all Conditional Creditssuch day is not a Liquidation Day for such Receivable Interest, as defined belowreinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, applicable to the Account have been made final entries extent such Collections represent a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03, and pay to the Seller the amount so reinvested; (iv) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors or the Banks that hold such Receivable Interests (A) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests as to which such day is a Liquidation Day, and (B) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but in the case of the circumstances in both clause (A) and clause (B) above, not in excess of the Capital of such Receivable Interests and any other amounts payable by the Seller hereunder); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date as to such Receivable Interests, and thereafter prior to the Settlement Date for such Fixed Period the conditions set forth in (d) belowSection 3.02 are satisfied or waived by the Agent, the amount of immediately available funds in such Account is at least equal previously set aside amounts shall, to the aggregate purchase price extent representing a return of all securities for which Capital, be reinvested in accordance with the Custodian has received Instructions preceding subsection (ii) on the day of such subsequent satisfaction or waiver of conditions; and (v) during such times as amounts are required to settle on that date be reinvested in accordance with the foregoing subSection ("Settlement Date"iii) or the proviso to subSection (iv), release to the Custodian, upon settlement, shall credit Seller for its own account any Collections in excess both of such amounts and of the Securities amounts that are required to an Account by making a final entry on its books and recordsbe set aside pursuant to subSection (ii) above. (c) Notwithstanding The Collection Agent shall deposit into the foregoingAgent’s Account, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement DateDate for each Receivable Interest, Collections held on that Settlement Date for the Custodian, upon settlement, may credit Investors or the securities Banks that relate to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"such Receivable Interest pursuant to Section 2.04(b), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting Upon receipt of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Agent’s Account, the Custodian Agent shall make distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the Conditional Credit Investors or the Banks that hold the relevant Receivable Interests ratably in payment in full of all accrued Yield and the Agent in payment in full of the accrued Fees and then to the Collection Agent in payment in full of all accrued Collection Agent Fee. (ii) if such distribution occurs on a final entry on its books Liquidation Day, first to the Investors or the Banks that hold the relevant Receivable Interests ratably in payment in full of all accrued Yield and recordsthe Agent in payment in full of the accrued Fees, second to such Investors or Banks in reduction to zero of all Capital, third to such Investors, Banks or the Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee. In such caseAfter the Capital, Yield, Fees and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the Seller to the Investors, the Customer Banks or the Agent hereunder, have been paid in full and any contingent obligations of the Agent under any Lock-Box Agreement have been released, all additional Collections allocable to such Receivable Interest shall be liable paid by the Collection Agent and the Agent, to the Custodian only extent each of them holds additional Collections, to the Seller for late charges at a rate mutually agreed upon in writing by the Custodian and the Customerits own account. (e) IfFor the purposes of this Section 2.04: (i) if on any day a Pool Receivable becomes (in whole or in part) a Diluted Receivable, within the Seller shall be deemed to have received on such day a reasonable time Collection of such Pool Receivable in the amount of such Diluted Receivable; (ii) if on any day any of the representations or warranties contained in Section 4.01(h) is no longer true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in subSection (i) or (ii) of this Section 2.04(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from the posting an Obligor of a Conditional Credit and after all Debits applicable any Receivables shall be applied to the Account Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Agent, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been madeso received but rather to have been retained by the Seller and, immediately available funds at least equal accordingly, the Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the aggregate purchase price of all securities subject to a Conditional Credit extent that any distribution from or on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds behalf of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls Obligor is made in the sales proceedsrespect thereof. (f) The Customer agrees that it will not use Within three Business Days after the Account end of each Fixed Period in respect of which Yield is computed by reference to facilitate the purchase of securities without sufficient funds in Investor Rate, the Account (which funds Agent shall not include furnish the proceeds Seller with an invoice setting forth the amount of the sale of accrued and unpaid Yield and Fees for such Fixed Period with respect to the purchased securities)Receivable Interests held by the Investors and the Banks.

Settlement Procedures. (a) The proceeds from Delivery of the sale or exchange of Securities will be credited and the cost of such Securities purchased or acquired will be debited Common Shares to the Account Holders of converted Preferred Securities upon a Conversion Event shall be made in accordance with the schedule procedures set forth below. The Company may make changes to these procedures to the extent such changes are reasonably necessary, in the opinion of the Company, including to reflect changes in clearing system practices. Holders of the Preferred Securities cleared and settled through DTC may elect to have their Common Shares delivered in the form of Common Shares or ADSs in accordance with the procedures set forth herein. The obligation to deliver ADSs if a Holder elects to have its Common Shares delivered in such form will apply only if on the relevant Conversion Settlement Date the Company continues to maintain an ADS depositary facility. In order to obtain delivery of the relevant Common Shares, or, if indicated in the relevant Delivery Notice, ADSs, upon any Conversion from the Conversion Shares Depository, the relevant Holder must deliver its Preferred Securities (other than, in the case of a Capital Reduction, Preferred Securities which Holders elect not to convert as provided in the second paragraph under “Conversion Upon Capital Reduction”) and a duly completed Delivery Notice to the specified office of the Paying and Conversion Agent, with a copy of such Delivery Notice to the Trustee, on or before the Notice Cut-off Date. Except as otherwise indicated in the Conversion Notice, the Delivery Notice shall contain: (i) the name of the Holder (and, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of the Preferred Securities to be converted; (ii) the aggregate Liquidation Preference held by such Holder or beneficial owner (or the custodian, broker, nominee or other representative thereof) of such converted Preferred Securities on the date of such notice; (iii) the name in which the Common Shares or ADSs, as applicable, are to be registered, if applicable; (iv) whether Common Shares or ADSs are to be delivered to the Holder (and, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of such Preferred Securities; (v) the details of the DTC, Iberclear or other clearing system account (subject to the limitations set out below) to which the Common Shares or ADSs are to be credited (or, if the Common Shares are not a participating security in Iberclear or another clearing system, the address to which the Common Shares should be delivered; and, as the case may be, details of the registered account in the Company’s ADS facility if direct registration ADSs are to be issued); (vi) any relevant certifications and/or representations as may be required by applicable law and regulations; and (vii) such other details as may be required by the Paying and Conversion Agent or any relevant Clearing System. If the Preferred Securities are held through DTC, the Delivery Notice must be given and the Preferred Securities delivered in accordance with the applicable procedures of DTC (which may include the notice being given to the Paying and Conversion Agent by electronic means) and in a form acceptable to DTC and the Paying and Conversion Agent. With respect to any Preferred Securities held in definitive form, the Delivery Notice must be delivered to the specified office of the Paying and Conversion Agent together with the relevant Preferred Securities, except as otherwise indicated in the relevant Conversion Notice. Subject to satisfaction of the requirements and limitations set forth herein and provided that the relevant Preferred Securities and a duly completed Delivery Notice have been delivered not later than the Notice Cut-off Date, the Paying and Conversion Agent shall give instructions to the Conversion Shares Depository that the Conversion Shares Depository shall deliver the relevant Common Shares (as rounded down to the nearest whole number of Common Shares in accordance with the first paragraph under “Upon Conversion” and, where applicable, Section 4.05(d) of the Contingent Convertible Preferred Securities Indenture) to, or shall deposit part or all of such Common Shares with the ADS Depositary on behalf of, the Holder (or, where applicable, beneficial owner (or the custodian, broker, nominee or other representative thereof)) of the relevant Preferred Securities completing such Delivery Notice or its nominee in accordance with the instructions given in such Delivery Notice on the applicable Conversion Settlement Date. Any Delivery Notice shall be irrevocable. Failure properly to complete and deliver a Delivery Notice and deliver the relevant Preferred Securities may result in such Delivery Notice being treated as null and void and the Company shall be entitled to procure the sale of any applicable Common Shares to which the relevant Holder may be entitled in accordance with Section 4.09 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture). Any determination as to whether any Delivery Notice has been properly completed and delivered as provided herein shall be made by the Company in its sole discretion, acting in good faith, and shall, in the absence of manifest error, be conclusive and binding on the relevant Holders and beneficial owners (and any custodian, broker, nominee or other representative thereof). A Holder of the Preferred Securities or Selling Agent (as defined in Section 4.09 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture)) must pay (in the case of the Selling Agent by means of deduction from the net proceeds of sale set forth in such Section 4.09 (as amended by the Third Supplemental Indenture)) any taxes and capital, stamp, issue, registration and transfer taxes or duties arising on Conversion (other than any capital, stamp, issue, registration and transfer taxes or duties payable in the Kingdom of Spain by the Company in respect of the issue and delivery of the Common Shares in accordance with a Delivery Notice delivered pursuant to the Indenture which shall be paid by the Company) and such Holder or the Selling Agent (as the case may be) must pay (in the case of the Selling Agent, by way of deduction from the net proceeds of sale as aforesaid) all, if any, taxes or duties arising by reference to any disposal or deemed disposal of a Preferred Security or interest therein. Any costs incurred by the Conversion Shares Depository or any parent, subsidiary or affiliate of the Conversion Shares Depository in connection with the holding by the Conversion Shares Depository of any Common Shares and any amount received in respect thereof shall be deducted by the Conversion Shares Depository from such amount (or, if such deduction is not possible, paid to the Conversion Shares Depository, by the relevant Holder) prior to the delivery of such Common Shares and/or payment of such amount to the relevant Holder. If the Company shall fail to pay any capital, stamp, issue, registration and transfer taxes or duties for which it is responsible as provided above, the Holder or Selling Agent, as the case may be, shall be entitled (but shall not be obliged) to tender and pay the same and the Company as a separate and independent obligation, undertakes to reimburse and indemnify each Holder or Selling Agent, as the case may be, in respect of any payment thereof and any penalties payable in respect thereof. The Common Shares issued on Conversion will be fully paid and will in all respects rank pari passu with the fully paid Common Shares in issue on the relevant Conversion Notice Date, except in any such case for any right excluded by mandatory provisions of applicable law and except that such Common Shares will not rank for (or, as the case may be, the relevant Holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the Conversion Settlement Date. In respect of any Common Shares that Holders elect to receive in the form of ADSs as specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this AgreementDelivery Notice, the Customer acknowledges receipt Conversion Shares Depository shall deposit with the custodian for the ADS Depositary the relevant number of Common Shares to be issued upon Conversion of the Custodian's operating guidelines relevant Preferred Securities, and the ADS Depositary shall issue the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such Holders (per the ADS-to-Common Share ratio in effect on the date hereofConversion Settlement Date). Notwithstanding However, the preceding sentence, settlement issuance of the ADSs by the ADS Depositary may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and payment for Securities received for an Account that the Common Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depositary. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of Securities maintained for an Account may be effected such ADSs in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketDelivery Notice. (b) The Custodian shall not be required to comply with any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least equal to the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Purchased Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective or rejected services, any cash discount or other adjustment made by the cost Seller or any set-off or dispute in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but EXCLUDING adjustments, reductions or cancellations in respect of such Securities purchased Obligor's bankruptcy), the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction or acquired will be debited adjustment. The Seller shall remit to the Purchaser Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) Upon discovery by the Seller or the Purchaser of a breach of any of the representations and warranties made by the Seller in Section 4.01 with respect to any Transferred Receivable, such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within three Business Days following the date of such discovery. The Custodian Seller shall (to the extent any such breach shall not be required to comply with any Instructions to settle the purchase of any securities for an Account, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable to the Account have been made and if after remedied), upon not less than two Business Days' notice from the Purchaser or its assign or designee, repurchase all Conditional Credits, as defined below, applicable to such Transferred Receivables under such Contract on the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Purchase Price of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. The Seller shall remit to the Purchaser Account on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds each Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange cancelled as a result of Securities will Dilution, in any such case, the applicable Seller shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased Transferred Receivable in the amount of such reduction or acquired will be debited cancellation. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified Collection Agent all amounts deemed to have been received pursuant to this Section 2.04(a). The Collection Agent shall be required to deposit any such amount in the Custodian's operating guidelines in effect from time to time. Upon Collection Account no later than the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect on the date hereof. Notwithstanding the preceding sentence, settlement and payment Settlement Date for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or marketSettlement Period. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Sellers or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Sellers in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother parties, as defined belowsoon as practicable and in any event within three (3) Business Days following such discovery. The applicable Seller shall, applicable to upon not less than two (2) Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, the amount of immediately available funds in repurchase such Account is at least Transferred Receivable for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Collection Agent the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"be paid pursuant to, and in accordance with, this Section 2.04(b), the Custodian, upon settlement, shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding Except as stated in Sections 2.04(a) or 2.04(b) or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller which originated such Transferred Receivable shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with Upon discovery by any Instructions to settle Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by a Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within three Business Days following such discovery. The applicable Seller shall, upon not less than two Business Days’ notice from the Purchaser or its assignee or designee, repurchase (or purchase, in the Accountcase of a Contributed Receivable) such Transferred Receivable on the next succeeding Settlement Date for a repurchase (or purchase, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits"in the case of a Contributed Receivable) applicable to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) below, the amount of immediately available funds in such Account is at least price equal to the aggregate Outstanding Balance of such Transferred Receivable. Each repurchase or purchase price of all securities for which a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase or purchase, as the Custodian, upon settlementcase may be, shall credit be deemed to be a Collection in respect of such Transferred Receivable. If applicable Seller is not the Securities Collection Agent, such Seller shall pay to an Account by making the Collection Agent on or prior to the next Settlement Date the repurchase (or purchase, in the case of a final entry on its books and recordsContributed Receivable) price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Transferred Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day the sale Outstanding Balance of any Transferred Receivable is reduced or exchange adjusted as a result of Securities will be credited and any defective, rejected, returned, repossessed or foreclosed merchandise or services or any cash discount, discount for quick payment or other adjustment made by the cost Seller, or any set-off or dispute in respect of any claim by the Obligor thereof against the Seller (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Securities purchased Obligor’s bankruptcy), the Seller shall be deemed to have received on such day a Collection of such Transferred Receivable in the amount of such reduction or acquired will be debited adjustment. If the Seller is not the Collection Agent, the Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by the purchase Seller or the Purchaser of a breach of any securities for an Accountof the representations and warranties made by the Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Custodian, upon settlement, Seller shall credit pay to the Securities Collection Agent on or prior to an Account by making a final entry on its books and recordsthe next Settlement Date the repurchase price required to be paid pursuant to this subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).

Settlement Procedures. (a) The proceeds from If on any day any Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller which originated such Receivable shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Receivable in the amount of such Diluted Receivable. If such Seller is not the Servicer, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Servicer on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle As soon as practicable and in no case more than three (3) days after discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by any Seller in Section 4.01(j) with respect to any Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Credits, as defined below, applicable to the Account have been made final entries as set forth in (d) belowPurchaser, the amount of immediately available funds in Servicer and the applicable Seller. The applicable Seller shall, upon not less than two Business Days’ notice from the Servicer or the Purchaser or its assignee or designee, repurchase such Account is at least Receivable on the next succeeding Settlement Date for a repurchase price equal to the aggregate purchase price Outstanding Balance of all securities for which such Receivable. Each repurchase of a Receivable shall include the Custodian has received Instructions Related Security with respect to settle on that date ("Settlement Date")such Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Receivable. If the applicable Seller is not the Servicer, the Custodian, upon settlement, such Seller shall credit the Securities to an Account by making a final entry on its books and records. (c) Notwithstanding the foregoing, if, after all Debits applicable pay to the Account have been made, there remains outstanding any Conditional Credit applicable Servicer on or prior to the Account or the amount of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds in the Account. (d) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a next Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall repurchase price required to be liable paid pursuant to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. this subsection (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account with the proceeds of such sale. In such case, the Customer shall be liable to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceeds. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securitiesb).

Settlement Procedures. (a) The proceeds from If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the sale or exchange of Securities will Seller which originated such Receivable shall be credited and the cost deemed to have received on such day a Collection of such Securities purchased or acquired will be debited Transferred Receivable in the amount of such Diluted Receivable. If such Seller is not the Collection Agent, such Seller shall pay to the Account in accordance with the schedule specified in the Custodian's operating guidelines in effect from time to time. Upon the execution and delivery of this Agreement, the Customer acknowledges receipt of the Custodian's operating guidelines in effect Collection Agent on the date hereof. Notwithstanding the preceding sentence, settlement and payment for Securities received for an Account and delivery of Securities maintained for an Account may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering Securities prior to the purchaser thereof or next Settlement Date all amounts deemed to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer. The Custodian shall not be liable for any loss which results from effecting transactions in accordance with the customary or established securities trading or securities processing practices and procedures in the applicable jurisdiction or markethave been received pursuant to this subsection. (b) The Custodian shall not be required to comply with any Instructions to settle Upon discovery by a Seller or the purchase Purchaser of a breach of any securities for an Accountof the representations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable, unless there are sufficient immediately available funds in the Account, PROVIDED THAT, if, after all expenses, debits and withdrawals ("Debits") applicable such party shall give prompt written notice thereof to the Account have been made and if after all Conditional Creditsother party, as defined belowsoon as practicable and in any event within three Business Days following such discovery. The applicable Seller shall, applicable to upon not less than two Business Days’ notice from the Account have been made final entries as set forth in (d) belowPurchaser or its assignee or designee, repurchase such Transferred Receivable on the amount of immediately available funds in such Account is at least next succeeding Settlement Date for a repurchase price equal to the aggregate purchase Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the applicable Seller is not the Collection Agent, such Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price of all securities for which the Custodian has received Instructions required to settle on that date ("Settlement Date"), the Custodian, upon settlement, shall credit the Securities be paid pursuant to an Account by making a final entry on its books and recordsthis subsection. (c) Notwithstanding Except as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required by law or the foregoingunderlying Contract, if, after all Debits applicable Collections from an Obligor of any Transferred Receivable shall be applied to the Account have been made, there remains outstanding any Conditional Credit applicable to the Account or the amount Receivables of immediately available funds in such Account is less than the aggregate purchase price of all securities for which the Custodian has received Instructions to settle on the Settlement Date, the Custodian, upon settlement, may credit the securities to the applicable Account by making a conditional entry on its books and records ("Conditional Credit"), pending receipt of sufficient immediately available funds Obligor in the Account. (d) Iforder of the age of such Receivables, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are deposited into the Account, the Custodian shall make the Conditional Credit a final entry on its books and records. In such case, the Customer shall be liable to the Custodian only for late charges at a rate mutually agreed upon in writing by the Custodian and the Customer. (e) If, within a reasonable time from the posting of a Conditional Credit and after all Debits applicable to the Account have been made, immediately available funds at least equal to the aggregate purchase price of all securities subject to a Conditional Credit on a Settlement Date are not deposited into the Account, the Customer, authorizes the Custodian, as agent, to sell the securities and credit the applicable Account starting with the proceeds of oldest such sale. In Receivable, unless such case, the Customer shall be liable Obligor designates its payment for application to the Custodian for any deficiencies, out-of-pocket costs and expenses associated with the sale of the securities, including but not limited to, shortfalls in the sales proceedsspecific Receivables. (f) The Customer agrees that it will not use the Account to facilitate the purchase of securities without sufficient funds in the Account (which funds shall not include the proceeds of the sale of the purchased securities).