Common use of Collection Account Arrangements Clause in Contracts

Collection Account Arrangements. On or prior to the Closing Date, the Seller shall have entered into Collection Account Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original counterparts of each to the Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to be an Eligible Collection Account on or prior to the 180th day following the Closing Date. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon the direction of the Majority Purchaser Agents) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) is exercising its rights under the Collection Account Agreements and/or Interim Collection Account Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Collection Account Agreement or Interim Collection Account Agreement. The Seller hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (as applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto.

Collection Account Arrangements. On All collections of Receivables included in the Collateral and other proceeds of Collateral shall be deposited in a Collection Account or prior Collection Accounts which is or are subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Borrower or any of its Subsidiaries and the Administrative Agent and shall be transferred in accordance with the provisions of the respective Collection Account Agreements; provided, however, that the requirements set forth in this Section 7.2(N)(i) shall be satisfied with respect to any such Collection Accounts that are in existence on the Closing Date if such Collection Accounts are subject to a Collection Account Agreement within ninety (90) days following the Closing Date, the Seller shall have entered into Collection Account Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original counterparts of each to the Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to which date may be an Eligible Collection Account on or prior to the 180th day following the Closing Date. Upon the occurrence of a Termination Event, the Administrator may (extended with the consent of the Majority Purchaser Agents) Administrative Agent in its sole discretion. Any of the foregoing collections received by the Borrower or any of its Subsidiaries or Affiliates and not so deposited, shall be deemed to have been received by such Person as the Administrative Agent's trustee and, upon such Person's receipt thereof, the Borrower shall (or shall (upon the direction of the Majority Purchaser Agentscause such Subsidiary or Affiliate to) at any time thereafter give (or, pursuant immediately transfer all such amounts into a Collection Account in their original form. Such deposits shall be remitted to the Interim Collection Account Administration AgreementAdministrative Agent, instruct the Interim Collection Account Borrower, the applicable Subsidiary or as the Administrative Agent to give) notice to each Collection Account Bank that may direct, all in accordance with the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) is exercising its rights under provisions of the Collection Account Agreements and/or Interim Agreements. The Administrative Agent shall not send any notices of activation under a Collection Account Agreements to do any or all Agreement except during the occurrence and continuance of a Default. Following the following: Collection Account Blockage Date and during the continuance of a Default giving rise thereto, (a) to have all payments received by the exclusive ownership Administrative Agent, all collections of Receivables included in the Collateral received by the Administrative Agent, and control all proceeds of other Collateral received by the Administrative Agent, whether through payment or otherwise, will be the sole property of the Collection Accounts and Lock-Boxes transferred to the Administrator (Administrative Agent for the benefit of the Purchasers) or Holders of Secured Obligations and will be deemed received by the Administrative Agent for application to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected Obligations pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Collection Account Agreement or Interim Collection Account terms of this Agreement. The Seller hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (as applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto.

Collection Account Arrangements. On or Subject to Section 8.01(ee), prior to or concurrently with the occurrence of the Closing Date, the Seller Borrower shall have entered into Collection Account Control Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original executed counterparts of each to the Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to be an Eligible Collection Account on or prior to the 180th day following the Closing DateAdministrative Agent. Upon the occurrence and during the continuance of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsLenders) or and shall (upon the direction of the Majority Purchaser AgentsLenders) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) Agent is exercising its rights under the Collection Account Agreements and/or Interim Collection Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Collection Account Agreement or Interim Collection Account Control Agreement. The Seller Borrower hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables on deposit therein and the Seller Borrower hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrative Agent. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes exercises its control of over any Collection Account or Lock-BoxAccount, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Groupother Credit Party, any Borrower Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account that Administrative Agent (as applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I IV (in each case as if such funds were held by the Servicer thereunderhereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto.

Collection Account Arrangements. On or prior Prior to the Closing Date, the Seller Borrower shall have entered into Collection Account Control Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original executed counterparts of each Account Control Agreement to the Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to be an Eligible Collection Account on or prior to the 180th day following the Closing DateAdministrative Agent. Upon the occurrence and during the continuance of an Event of Default or the date that is five (5) Business Days prior to the date on which any Account Control Agreement will be terminated in accordance with a Termination Eventnotice delivered to the Administrative Agent by any Collection Account Bank per the terms of such Account Control Agreement, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsLC Bank and Required Program Participants) or and shall (upon the direction of the Majority Purchaser AgentsLC Bank and Required Program Participants) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) Agent is exercising its rights under the Collection Account Agreements and/or Interim Collection Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Collection Account Agreement or Interim Collection Account Control Agreement. The Seller Borrower hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (as applicable) shall distribute or cause to be distributed such funds in accordance with . Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto9.04.

Collection Account Arrangements. On or prior to the Closing Date, the Seller shall have entered into Collection Account Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original counterparts of each to the Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to be an Eligible Collection Account on or prior to the 180th day following the Closing Date. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon the direction of the Majority Purchaser Agents) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) is exercising its rights under the Collection Account Agreements and/or Interim Collection Account Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Collection Account Agreement or Interim Collection Account Agreement. The Seller hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any -28- action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (as applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto.

Collection Account Arrangements. On or prior to the Closing Date, in accordance with Section 1 of Exhibit II, (a) the Seller Borrower shall have entered into the Blocked Account Agreement, with the related Collection Account Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) Bank, and delivered original counterparts of each such agreement to the Administrator. The Seller Administrative Agent, and (b) the Originator shall use commercially reasonable efforts to cause have entered into each Transition Originator Account Control Agreement, with the related Collection Account to be an Eligible Collection Account on or prior Bank, and delivered counterparts of each such agreement to the 180th day following the Closing DateAdministrative Agent. Upon the occurrence of a Stop Sales Event or Cash Trigger Event or during the existence of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) Administrative Agent may, or shall (upon at the direction of the Majority Purchaser Agents) Required Lenders shall, at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each any Collection Account Bank (a “Notice of Exclusive Control”) that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) Agent is exercising its rights under the Collection any Blocked Account Agreements and/or Interim Collection Agreement or any Originator Account Agreements Control Agreement, as applicable, to do any or all of the following: (ai) to have the exclusive ownership and control of the such Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for on behalf of itself, the benefit of the Administrator Lender Agents and the PurchasersLenders) and to exercise exclusive dominion and control over the funds deposited therein, (bii) to have the proceeds (including Collections) of the Borrower Collateral that are sent to the respective such Collection Accounts and Lock-Boxes redirected Account be transferred to another account pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable such Collection Account, and (ciii) to take any or all other actions permitted under the applicable Collection any Blocked Account Agreement or Interim Collection any Originator Account Control Agreement, as applicable; provided that the amounts described in clause (ii) above shall continue to be applied in accordance with Section 1.4 and Section 4.7; provided that the Administrative Agent agrees to provide five (5) Business Days’ prior written notice prior to providing a Notice of Exclusive Control in connection with a Cash Trigger Event unless a Stop Sales Event has occurred or a Termination Event has occurred and is continuing. The Seller Administrative Agent and the Lenders hereby agree that the Administrative Agent shall not deliver a notice of exclusive control or similar notice under a Blocked Account Agreement or Originator Account Control Agreement unless a Stop Sales Event or Cash Trigger Event has occurred or a Termination Event has occurred and is continuing and that, solely with respect to a Termination Event or Cash Trigger Event, at any time a notice of exclusive control or similar notice is in effect, if no Termination Event or Cash Trigger Event, as applicable, exists at such time (as determined by the Administrative Agent in its reasonable discretion), the Administrative Agent shall deliver a notice revoking such notice of exclusive control or similar notice. The Borrower hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent Agent, at any time time, takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for on behalf of itself, the benefit of Lender Agents and the PurchasersLenders) of the proceeds (including Collections) of all Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. The Servicer hereby agrees that if the Administrative Agent, at any time, takes any action set forth in this Section 4.3 with respect to an Originator Collection Account, the Administrative Agent shall have the exclusive right (on behalf of itself, the Lender Agents and the Lenders) to direct the proceeds (including Collections) of all Pool Receivables in such Originator Collection Account and the Servicer hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such rights. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter (other than to a Collection Account) shall be sent immediately topromptly (but in any event within two (2) Business Days) to a Collection Account or, upon the occurrence of a Stop Sales Event or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if a Cash Trigger Event or at any time a Termination Event exists, to an account designated in writing by the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member . Upon termination of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (as applicable) shall distribute or cause to be distributed such funds this Agreement in accordance with Section 4.2(b) and Article I (in each case 6.9, the Administrative Agent shall take such actions as if such funds were held are reasonably requested by the Borrower or the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy to terminate and release all of its right, title and interest in and control of the Interim Blocked Accounts or any Originator Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties theretoAccount, as applicable.

Collection Account Arrangements. On or prior to the Closing Date, the The Seller shall have entered into Collection Account Control Agreements with all of the applicable Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original executed counterparts of each to the Administrator. The Administrative Agent except with respect to (i) each Excluded Collection Account, (ii) for the first 60 days following the Restatement Effective Date, the Pending JPM Account, and (iii) the TD Account; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Moody’s, the Seller shall use commercially reasonable efforts to cause each Transition Collection enter into an Account to be an Eligible Collection Account on or prior Control Agreement with respect to the 180th day following TD Account within 30 days of the Closing Daterequest of the Administrative Agent (or such greater amount of time agreed to by the Seller and the Administrative Agent). Upon the occurrence and during the continuance of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority Purchaser Group Agents) or and shall (upon the direction of the Majority Purchaser Group Agents) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) Agent is exercising its rights under the Collection Account Agreements and/or Interim Collection Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Collection Account Agreement or Interim Collection Account Control Agreement. The Seller hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (as applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto.

Collection Account Arrangements. On or prior (a) Prior to the Closing Date, the Seller Borrower shall have entered into Collection Account Control Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered original executed counterparts of each to the Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to be an Eligible Collection Account on or prior to the 180th day following the Closing DateAdministrative Agent. Upon the occurrence and during the continuance of a Termination Eventan Unmatured Event of Default or an Event of Default. At any time, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsLenders) or and shall (upon the direction of the Majority Purchaser AgentsLenders) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent) Agent is exercising its rights under the Collection Account Agreements and/or Interim Collection Account Control Agreements to do any or all of the following: (aai) to have the exclusive ownership dominion and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Administrator and the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (bbii) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (cciii) to take any or all other actions permitted under the applicable Account Control Agreement; provided, that unless an Unmatured Event of Default or Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give the Borrower ten (10) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before the Borrower’s access to any Collection Account Agreement or Interim shall be terminated and (y) any funds received in the Collection Account Agreementshall be swept daily (or as soon as otherwise practicable) to Cash Dominion Administration Account (or, if not yet established, such other deposit account designated by the Administrative Agent). The Seller Borrower hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent . (as applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunderb). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and consents to the entry into the Interim Collection Account Administration Agreement by each of the parties thereto.