Common use of Collection Account Arrangements Clause in Contracts

Collection Account Arrangements. (a) On the Closing Date, the Seller shall have entered into Account Control Agreements with all related Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. The Seller hereby agrees the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral and the Seller hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral received by the Seller, the Servicer or an Originator shall be sent immediately to a Collection Account or as otherwise instructed by the Administrative Agent. (b) [reserved]. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, the Seller may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day).

Collection Account Arrangements. (a) On or prior to the Post-Closing Date, (i) the Seller Borrower shall have entered into Account Control Lock-Box Agreements with all related Collection of the Lock-Box Banks and delivered executed counterparts of each to the Administrative Agent and (ii) the applicable Originators shall have entered into Originator Account Agreements with all of the Originator Account Banks and delivered executed counterparts of each to the Administrative Agent. At any time following the occurrence and during the continuation of an Event of Termination or a Notice Event, the Administrative Agent may (with the consent of the Majority Group Agents) and shall (upon the direction of the Majority Group Agents), give notice to each applicable Collection Account Bank that the Administrative Agent is exercising its rights under the Collection Account Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured 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 redirected pursuant to the 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. The Seller Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral Pool Receivables received by the Seller, Borrower or the Servicer or an Originator thereafter shall be sent immediately to a Collection Account to, or as otherwise instructed by by, the Administrative Agent. (b) [reserved]. (c) The Servicer hereby acknowledges and agrees that neither the Servicer nor any Originator has any right, title or interest in any Collections on deposit in any Originator Account. To access the extent that any Originator Account is titled in the name of an Originator, such Originator is holding any such Collections during any Settlement Period on deposit in connection with any Releasesuch Originator Account, on any Business Day, the Seller may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Reportsolely as Xxxxxxxx’s agent, in each casetrust for the benefit of the Borrower, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative Agent, the Administrative Agent shall promptly review such Information Package Lenders and the other Secured Parties. To the extent that the Borrower or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine instructs the Servicer or any Originator to remit any such amounts that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in any such Originator Account, the Collection Account (after giving effect Servicer shall promptly remit, or shall cause the applicable Originator to promptly remit, such release) exceed amounts directly to the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), Administrative Agent in each case, owing through the date partial satisfaction of the immediately following Settlement Date (as reasonably estimated by Borrower Obligations and to be applied in accordance with the Administrative Agent) and (y) the amount priority of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations payments set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)Section 3.01.

Collection Account Arrangements. (a) On the Closing Date, the Seller All collections -------------------------------- of receipts from each individual Store and other proceeds of Collateral shall have entered into Account Control Agreements with all related be deposited in a Collection Account Banks and delivered executed counterparts of each which prior to the Administrative Agent. The Seller hereby agrees date that is 30 days after the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral and the Seller hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral received by the Seller, the Servicer or an Originator shall be sent immediately Restructuring Effective Date is subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Company or any of its Subsidiaries and the Common Collateral Agent and shall be transferred in accordance with the provisions of the respective Collection Account Agreements. Any of the foregoing collections received by the Company or any of its Subsidiaries and not so deposited, shall be deemed to have been received by the Company or such Subsidiary as the Common Collateral Agent's trustee and, upon the Company's or such Subsidiary's receipt thereof, the Company shall or shall cause such Subsidiary to immediately transfer all such amounts into a Collection Account in their original form. Such deposits shall be remitted to the Common Collateral Agent, the Company or as otherwise instructed the Common Collateral Agent may direct, all in accordance with the provisions of the Collection Account Agreements. The Company hereby represents and warrants that as of the Restructuring Effective Date, Schedule 3.16 (a) contains a true and accurate list of all bank accounts ---------------- maintained by the Administrative AgentCompany and each of its Subsidiaries. (b) [reserved]Following the Collection Account Blockage Date and during the continuance of a Default (other than, during the Suspension Period, a Suspended Default) giving rise thereto, all payments received by the Common Collateral Agent and all proceeds of other Collateral received by the Common Collateral Agent, whether through payment or otherwise, will be the sole property of the Common Collateral Agent for the benefit of each of the holders of Secured Obligations and will be deemed received by the Collateral Agent for application to the Secured Obligations pursuant to the terms of the Intercreditor Agreement. (c) To access Collections during any Settlement Period in connection with any Release, on any Business DayNotwithstanding the foregoing, the Seller may cause Company and its Subsidiaries shall be permitted to maintain bank accounts with parties which are not subject to Collection Account Agreements provided that (i) the Initial Servicer to deliver (x) with respect to any Release that does balances in such accounts are deposited not occur on a Settlement Date, an Interim Report less frequently than once per week into one of the Collection Accounts and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (yii) the amount of aggregate balance in all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” such accounts shall mean not exceed $350,000 at any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)time.

Collection Account Arrangements. (a) On or before the Closing Date, the Seller shall have entered into Account Control Agreements with all related of the Collection Account Banks and delivered executed counterparts of each to the Administrative AgentAdministrator. Upon the occurrence and during the continuation 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 notice to each Collection Account Bank that the Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator (for the benefit of 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 redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrative Agent shall Administrator at any time takes any action set forth in the preceding sentence, the Administrator may elect to have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Sold Assets and Seller Collateral Pool Receivables and the Seller hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral Pool Receivables received by the Seller, Seller or the Servicer or an Originator thereafter shall be sent immediately to a Collection Account to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator 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 Administrative AgentServicer thereunder). (b) [reserved]. The Seller or the Servicer shall as soon as practicable (c) To access Collections during but in any Settlement Period in connection with any Release, on any Business Day, the Seller may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered event no later than 10:00am (New York City timeDecember 31, 2020) two Business Days (cause all payments thereafter made by any Obligors on any Pool Receivables to, and all amounts then or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections thereafter on deposit in the in, a Collection Account (after giving effect to such releaseor related lock-box or post office box) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv)at MUFG Union Bank, in each case, owing through the date of the immediately following Settlement Date N.A. (as reasonably estimated by the Administrative Agentfurther identified on Schedule II to this Agreement) and to be transferred to a Collection Account (yor related lock-box or post office box) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c)at PNC Bank, “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)National Association.

Collection Account Arrangements. (ai) On All collections of the Closing DateBorrower's Receivables included in the Collateral and other proceeds of its Collateral shall be deposited in a Collection Account of the Borrower which may be subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Borrower and Agent and shall be transferred by the Borrower (1) at such frequency (but not less frequently than each Business Day) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower with the Agent or otherwise subject to a Collection Account Agreement, for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower. All collections from Account Debtors in respect of payments on the Receivables of the Borrower shall be deemed to have been received by the Borrower as the Agent's trustee and, upon the Borrower's receipt thereof, the Seller Borrower shall have entered into Account Control Agreements transfer all such amounts in their original form (together with all related necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M). (ii) Following the Collection Account Banks Blockage Date and delivered executed counterparts during the continuance of each to a Default giving rise thereto, all payments received by the Administrative Agent. The Seller hereby agrees , all collections of Receivables included in the Administrative Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property of the Agent shall have exclusive control (for the benefit of the Holders of Secured Parties) of the proceeds (including Collections) of all Sold Assets Obligations and Seller Collateral and the Seller hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral will be deemed received by the SellerAgent for application to the Obligations pursuant to the terms of this Agreement. (iii) The Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Servicer Collection Accounts, concentration accounts and depositing for collection by Agent any check or an Originator shall be sent immediately item of payment received and/or delivered, and the Borrower agrees to reimburse Agent for any amounts paid to any bank party to a Collection Account or as otherwise instructed Agreement arising out of Agent's indemnification of such bank against damages incurred by the Administrative Agent. (b) [reserved]. (c) To access Collections during any Settlement Period bank in connection with any Release, on any Business Day, the Seller may cause the Initial Servicer operation of a Collection Account or other payments required to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from be made under the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum Agreement, all of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated which shall constitute additional Obligations hereunder and shall be secured by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)Collateral.

Collection Account Arrangements. (a) On the Closing Funding Date, the Seller Borrower shall have (i) opened in, or assigned into, its name one or more Continuing Collection Accounts with PNC Bank, National Association and (ii) either (x) with respect to any Interim Collection Accounts (if any), delivered Sweep Instructions to the applicable Collection Account Banks or (y) with respect to any Continuing Collection Accounts, (A) entered into Account Control Agreements with all related Collection Account Banks and (B) delivered a notice to each of the applicable Obligors of the Borrower’s ownership interest in the Continuing Collection Account and, in each case, delivered executed counterparts of each to the Administrative Agent. The Seller Borrower hereby agrees the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral and the Seller Borrower hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral received by the SellerBorrower, the Servicer or an Originator thereafter shall be sent immediately to a Continuing Collection Account or as otherwise instructed by the Administrative Agent. (b) [reserved]Exela shall cause to be delivered Sweep Instructions with respect to any Interim Collection Account (if any). (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, the Seller Borrower may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim ReportPackage, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Lender Representative and the Administrative Agent, the Lender Representative and the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Lender Representative and the Administrative Agent reasonably determine that such Information Package and/or or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, the Administrative Agent (at direction of the Lender Representative) shall promptly remit to the Seller Borrower from the Continuing Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Continuing Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section clauses 4.01(a)(i) through 4.01(a)(iv4.01(a)(vi), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Borrower Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent the Lender Representative does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day).

Collection Account Arrangements. (i) Subject to Section 6.2 (M)(iv) below, all collections of the Borrower's and Alliance's Receivables included in the Collateral and other proceeds of its Collateral shall be deposited in (a) On a deposit account constituting a permitted Investment under Section 6.3(D)(v) or (b) a Collection Account of the Closing DateBorrower or Alliance, as applicable, which is subject to a Collection Account Agreement or pursuant to another similar arrangement for the Seller collection of such amounts established by the Borrower or Alliance, as applicable, and Agent and shall have be transferred by the Borrower and Alliance (1) at such frequency (but not less frequently than weekly) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower and/or Alliance, as applicable, with the Agent or otherwise subject to a Collection Account Agreement for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower and/or Alliance and in connection with each such deposit account the Borrower and/or Alliance, as applicable, has entered into lock-box services agreements. The Borrower or Alliance shall hereafter maintain lock-box services agreements with banks which are either parties to Collection Account Control Agreements or with which the Borrower and/or Alliance as applicable has established deposit account sweep arrangements pursuant to which funds on deposit are transferred to a concentration account maintained by the Borrower and/or Alliance, as applicable, with the Agent or a concentration account which is the subject of a Collection Account Agreement and to which lock-boxes Account Debtors shall directly remit all payments on the Receivables of the Borrower or Alliance, as applicable. Any of the foregoing collections received by the Borrower or Alliance and not so deposited, shall be deemed to have been received by the Borrower or Alliance, as applicable, as the Agent's trustee and, upon such Person's receipt thereof, such Person shall immediately transfer all such amounts into a Collection Account of such Person in their original form (together with all related necessary endorsements). (ii) Following the Collection Account Banks Blockage Date and delivered executed counterparts during the continuance of each to a Default giving rise thereto, all payments received by the Administrative Agent. The Seller hereby agrees , all collections of Receivables included in the Administrative Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property of the Agent shall have exclusive control (for the benefit of the Holders of Secured Parties) of the proceeds (including Collections) of all Sold Assets Obligations and Seller Collateral and the Seller hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral will be deemed received by the SellerAgent for application to the Obligations pursuant to the terms of this Agreement. (iii) The Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Servicer Collection Accounts, concentration accounts and depositing for collection by Agent any check or an Originator shall be sent immediately item of payment received and/or delivered, and the Borrower agrees to reimburse Agent for any amounts paid to any bank party to a Collection Account or as otherwise instructed Agreement arising out of Agent's indemnification of such bank against damages incurred by the Administrative Agentbank in the operation of a Collection Account or other payments required to be made under the Collection Account Agreement, all of which shall constitute additional Obligations hereunder and shall be secured by the Collateral. (biv) [reserved]. During the "Seller Collection Period," collections of the Borrower's "Post-Closing Accounts Receivable" may be effected through the "Lockbox" (c) To access Collections during any Settlement Period as such terms are defined in connection with any Release, on any Business Day, Section 8.10 of the Seller may cause the Initial Servicer to BLN Purchase Agreement). The Borrower shall deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date Agent a copy of such Release along with a request for a release each schedule delivered to the Borrower by BLN pursuant to Section 8.10 of Collections. Upon the BLN Purchase Agreement, promptly upon receipt of any such Information Package or Interim Report, as applicable, thereof by the Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)Borrower.

Collection Account Arrangements. (a) On or prior to the Closing Date, the Seller shall have entered into Collection Account Control Agreements with all related of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered executed 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 Secured PartiesPurchasers) of the proceeds (including Collections) of all Sold Assets and Seller Collateral 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 Sold Assets and Seller Collateral Pool Receivables received by the Seller, Seller or the Servicer or an Originator thereafter shall be sent immediately to a Collection Account to, or as otherwise instructed by the Administrative Agent. (b) [reserved]. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Dayby, the Seller may cause Administrator. The parties hereto hereby acknowledge that if at any time the Initial Servicer to deliver (x) with respect to Administrator or Interim Collection Account Administrative Agent takes control of any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement DateCollection Account or Lock-Box, the Information Package Administrator and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative Agent, the Collection Account Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit have any rights to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts funds therein in excess of the purchase price then payable for Receivables then being purchased under unpaid amounts due to the Second Tier Purchase 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 Sale Agreement shall be in the form of an Information Package Administrator or Interim Report, Collection Account Administrative Agent (as applicable applicable) shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (with all information and calculations current 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 preceding Business Day)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. (a) On the Closing Date, the Seller Borrower shall have (i) opened in its name one or more Continuing Collection Accounts with PNC and (ii) either (x) with respect to any Interim Collection Accounts, delivered Sweep Instructions to the applicable Collection Account Banks or (y) with respect to any Continuing Collection Accounts, entered into Account Control Agreements with all related Collection Account Banks and and, in each case, delivered executed counterparts of each to the Administrative Agent. The Seller Borrower hereby agrees the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral Pool Receivables and the Seller Borrower hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral Pool Receivables received by the SellerBorrower, the Servicer or an Originator thereafter shall be sent immediately to a Continuing Collection Account or as otherwise instructed by the Administrative Agent. (b) [reserved]Exela shall cause to be delivered Sweep Instructions with respect to any Interim Collection Account. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, the Seller Borrower may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Information Package or Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, Report by the Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, Report to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine determines that such Information Package and/or or Interim Report constitute constitutes a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization EventUnmatured Initial Servicer Default, Initial Servicer Default, Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller Borrower from the Continuing Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Continuing Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv)all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Amounts, in each case, owing through the such date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent), (y) the amount of any Borrowing Base Deficit and (yz) the amount of all other unpaid Seller Borrower Obligations then due and owing through the such date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) the Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day).

Collection Account Arrangements. (a) On Prior to the Closing Date, the Seller shall have entered into Account Control Agreements with all related of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. Upon the occurrence and during the continuance of a Potential Default or Event of Default, the Administrative Agent may (with the consent of the Required Purchasers) and shall (upon the direction of the Required Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the 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 Account Control Agreement; provided, that unless an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give the Seller five (5) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before the Seller’s access to any Collection Account shall be terminated and be available to discuss with the Servicer or its designee(s) during such five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the Collection Account shall 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 hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral Pool Receivables and the Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral Pool Receivables received by the Seller, Seller or the Servicer or an Originator thereafter shall be sent immediately to a Collection Account to, or as otherwise instructed by by, the Administrative Agent. (b) [reserved]. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, . Prior to giving notice exercising its rights under the Seller may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative AgentAccount Control Agreements, the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, use reasonable efforts to determine if such Information Package or such Interim Report constitutes arrange a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as call with the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)communicate its intent.

Collection Account Arrangements. (a) 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 Control Agreements Agreement, with all the related Collection Account Banks Bank, and delivered executed counterparts of each such agreement to the Administrative Agent, and (b) the Originator shall have entered into each Originator Account Control Agreement, with the related Collection Account Bank, and delivered counterparts of each such agreement to the Administrative Agent. Upon the occurrence of a Stop Sales Event or Cash Trigger Event or during the existence of a Termination Event, the Administrative Agent may, or at the direction of the Required Lenders shall, at any time give notice to any Collection Account Bank (a “Notice of Exclusive Control”) that the Administrative Agent is exercising its rights under any Blocked Account Agreement or any Originator Account Control Agreement, as applicable, to do any or all of the following: (i) to have the exclusive control of such Collection Accounts transferred to the Administrative Agent (on behalf of itself, the Lender Agents and the Lenders) and to exercise exclusive control over the funds deposited therein, (ii) to have the proceeds (including Collections) of the Borrower Collateral that are sent to such Collection Account be transferred to another account pursuant to the Administrative Agent’s instructions rather than deposited in such Collection Account, and (iii) to take any or all other actions permitted under any Blocked Account Agreement or 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 Administrative Agent, at any time, takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for on behalf of itself, the benefit of Lender Agents and the Secured PartiesLenders) of the proceeds (including Collections) of all Sold Assets and Seller Collateral Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral received by the Seller, the The Servicer or an Originator shall be sent immediately to a Collection Account or as otherwise instructed by hereby agrees that if the Administrative Agent. (b) [reserved]. (c) To access Collections during , at any Settlement Period time, takes any action set forth in connection with any Release, on any Business Day, the Seller may cause the Initial Servicer to deliver (x) this Section 4.3 with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative AgentOriginator Collection Account, the Administrative Agent shall promptly review 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 Information Package or Interim Report, as applicable, Originator Collection Account and the Servicer hereby further agrees to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event take any other action that the Administrative Agent may reasonably determine that request to transfer such Information Package and/or Interim Report constitute rights. Any proceeds of Pool Receivables received by the Borrower or the Servicer (other than to a Qualifying Release ReportCollection Account) shall be sent promptly (but in any event within two (2) Business Days) to a Collection Account or, so long as upon the Seller Obligations Final Due Date has not occurred and no Amortization Eventoccurrence of a Stop Sales Event or a Cash Trigger Event or at any time a Termination Event exists, Event to an account designated in writing by the Administrative Agent. Upon termination of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement in accordance with Section 6.9, the Administrative Agent shall promptly remit take such actions as are reasonably requested by the Borrower or the Servicer to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit terminate and release all of its right, title and interest in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date and control of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean Blocked Accounts or any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim ReportOriginator Collection Account, as applicable (with all information and calculations current as of the preceding Business Day)applicable.

Collection Account Arrangements. (a) On Prior to the Closing Date, the Seller each SPV Entity shall have entered into Account Control Agreements with all related a Collection Account Banks Bank, as applicable and delivered executed counterparts of each to the Administrative Agent. The Seller Upon the occurrence and during the continuance of a Potential Default or Event of Default, the Administrative Agent may (with the consent of the Required Purchasers) and shall (upon the direction of the Required Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the 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 Account Control Agreement; provided, that unless an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give such SPV Entity five (5) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before such SPV Entity’s access to any Collection Account shall be terminated and be available to discuss with the Servicers or their designee(s) during such five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the Collection Account shall 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). Each SPV Entity hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets Pool Receivables and Seller Collateral and the Seller each SPV Entity hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral Pool Receivables received by any SPV Entity or the Seller, the Servicer or an Originator Servicers thereafter shall be sent immediately to a Collection Account to, or as otherwise instructed by by, the Administrative Agent. (b) [reserved]. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, . Prior to giving notice exercising its rights under the Seller may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Administrative AgentAccount Control Agreements, the Administrative Agent shall promptly review use reasonable efforts to arrange a call with the such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determine that such Information Package and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred SPV Entity and no Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Administrative Agent shall promptly remit to the Seller from the Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under Section 4.01(a)(i) through 4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day)communicate its intent.