Common use of Controlled Accounts Clause in Contracts

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice of exclusive control, the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Loans may be funded at the direction of Company, Company shall not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the parties hereto hereby agrees that Secured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, Company caused to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each Controlled Account is intended to be case bearing a “securities account” or “deposit account” within designation clearly indicating that the meaning funds and other property credited thereto are held for Collateral Agent for the benefit of the UCC Lenders and subject to the applicable Securities Account Control Agreement and (ii) except as otherwise expressly provided herein and a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the Collection Account Agreement or Unfunded Exposure Account Agreement, name of Company designated as applicable, prior the “Lockbox Account” as to which the delivery of a notice of exclusive control, Collateral Agent has sole dominion and control over such account for the Borrower, the Servicer and the Trustee (acting at the direction benefit of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited UCC pursuant to the Controlled Accounts Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the form of securities or instruments shall Lockbox Account will be registered in swept daily into the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankCollection Account.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Securities Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Securities Account Control Agreement, as applicable), the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) Borrower shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive control, Exclusive Control (as defined in the Securities Account Control Agreement) such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f6.04(b) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 110(e) of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive control, Exclusive Control the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower a Loan Party in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower a Loan Party or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrowersuch Loan Party, payable to the order of the Borrower such Loan Party or specially Indorsed to the Borrowersuch Loan Party, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, Borrower and the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement, as applicable), such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other such property (subject to Section 6.04(f6.04(e) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Control Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement), the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement), such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the parties hereto hereby agrees that Secured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, Company caused to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each Controlled Account is intended to be case bearing a “securities account” or “deposit account” within designation clearly indicating that the meaning funds and other property credited thereto are held for Collateral Agent for the benefit of the UCC Lenders and subject to the applicable Securities Account Control Agreement and (ii) except as otherwise expressly provided herein and a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the Collection Account Agreement or Unfunded Exposure Account Agreement, name of Company designated as applicable, prior the “Lockbox Account” as to which the delivery of a notice of exclusive control, Collateral Agent has sole dominion and control over such account for the Borrower, the Servicer and the Trustee (acting at the direction benefit of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited UCC pursuant to the Controlled Accounts Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the form of securities or instruments shall Lockbox Account will be registered in swept daily into the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankCollection Account.

Controlled Accounts. Each of the parties hereto hereby agrees that (ia) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC Company shall establish and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior maintain cash management systems acceptable to the delivery of a notice of exclusive controlAdministrative Agent, the Borrowerincluding, the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCwithout limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the Controlled Accountsexercise of reasonable diligence) knowledge thereof, New York cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be deemed subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Bank’s jurisdiction name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited UCC pursuant to the Controlled Accounts in the form of securities or instruments shall be registered Lockbox Control Agreement and (iii) a trust account in the name of Company and under the Bank or if sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the name of Lockbox Account will be swept daily into the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankCollection Account.

Controlled Accounts. Each of (a) Company shall establish and maintain cash management systems reasonably acceptable to the parties hereto hereby agrees that Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated, non-interest bearing, trust account (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, name of Company designated as applicable, prior to the delivery “Funding Account”) maintained at the Paying Agent into which proceeds of a notice of exclusive control, the Borrower, the Servicer and the Trustee (acting Revolving Loans may be funded at the direction of the Agent) Company, Company shall be entitled not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to exercise the rights that comprise each Financial Asset held deposit Collections or proceeds thereof in each Controlled a Securities Account or Deposit Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that is are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a securities breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the Secured Parties and shall be delivered to the Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Closing Date, Company shall cause to be established and maintained, (i) a segregated, non-interest bearing, trust account to agree with (or sub-accounts) in the parties hereto name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that (A) the cash funds and other property (credited thereto are held for Collateral Agent for the benefit of the Secured Parties and subject to Section 6.04(fthe applicable Securities Account Control Agreement, (ii) below with respect a segregated, non-interest bearing, Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to any property other than investment property, as defined in Section 9-102(a)(49) which the Collateral Agent has sole dominion and control over such account for the benefit of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCCUCC pursuant to the Lockbox Account Control Agreement and (iii) the Funding Account. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts Company) in the form of securities or instruments shall Lockbox Account will be registered in swept daily into the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankCollection Account.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicableControl Agreements, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower or the applicable Borrower Subsidiary in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower a Loan Party or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrowera Loan Party, payable to the order of the Borrower such Loan Party or specially Indorsed to the Borrowersuch Loan Party, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the "Hague Convention"), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Control Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement), the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement), such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and of the Hague Securities Convention, and (ii) except as otherwise expressly provided herein and in the Collection Securities Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) Borrower shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive control, Exclusive Control such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent)) in accordance with the Securities Account Control Agreement. Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money cash or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f6.04(c) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 110(e) of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed has been delivered to the Bank, Indorsed Securities Intermediary in blank, or credited to another securities account maintained in accordance with the name provisions of the BankSection 4.01(kk), and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank Collateral Agent or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable), the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable), such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, Borrower and the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. Each party agrees that any Loan Assets or Required Loan Documents that are (i) in physical form or (ii) traded on an exchange or through the facilities of DTC shall be credited to the Custodial Account. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, Account Bank has agreed to comply with the entitlement orders and instructions of the Borrower or the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled on its behalf with respect to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be the Account Bank has agreed to comply exclusively held by with the Trustee entitlement orders and instructions of the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). Each of the parties hereto hereby agrees (i) that the law of the State of New York is applicable to all issues specified in Article 2(1) of the Hague “Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary (Concluded 5 July 2006)”, (ii) that each of the other account agreements, if any, governing any of the Controlled Accounts is hereby amended to include clause (i) above, and (iii) not to modify the law applicable to such issues hereunder, or (so long as this Agreement is in effect) under such other account agreements, without the prior written consent of each party hereto. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control and until such Notice of Exclusive Control has been rescinded, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). The Administrative Agent shall not, and shall not direct the Collateral Agent to, provide nor exercise Notice of Exclusive Control prior to the occurrence of an Event of Default and the Administrative Agent shall, or shall direct the Collateral Agent to, promptly rescind the Notice of Exclusive Control upon an Event of Default ceasing to exist upon written notice from the Borrower. Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(499‑102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the "Hague Convention"), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent USActive 55323723.3 the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the "Funding Account") maintained at the Paying Agent into which proceeds of Notes may be funded at the direction of Company, Company shall not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the parties hereto hereby agrees that Secured Parties and shall be delivered to Purchasers for application to the Obligations or any other amount due under any other Funding Document as set forth in this Agreement. (b) On or prior to the date hereof, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the "Collection Account" in each Controlled Account is intended to be case bearing a “securities account” or “deposit account” within designation clearly indicating that the meaning funds and other property credited thereto are held for Collateral Agent for the benefit of the UCC Purchasers and subject to the applicable Securities Account Control Agreement and (ii) except as otherwise expressly provided herein and a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the Collection Account Agreement or Unfunded Exposure Account Agreement, name of Company designated as applicable, prior the "Lockbox Account" as to which the delivery of a notice of exclusive control, Collateral Agent has sole dominion and control over such account for the Borrower, the Servicer and the Trustee (acting at the direction benefit of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited UCC pursuant to the Controlled Accounts Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the form of securities or instruments shall Lockbox Account will be registered in swept daily into the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankCollection Account.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control and until such Notice of Exclusive Control has been rescinded, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). The Administrative Agent shall not, and shall not direct the Collateral Agent to, provide a Notice of Exclusive Control prior to the occurrence of an Event of Default and the Administrative Agent shall, or shall direct the Collateral Agent to, promptly rescind the Notice of Exclusive Control upon an Event of Default ceasing to exist. Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. Each party agrees that any Loan Assets or Required Loan Documents that are (i) in physical form or (ii) traded on an exchange or through the facilities of DTC shall be credited to the applicable Custodial Account. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Loans may be funded at the direction of Company, Company shall not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-recurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the parties hereto hereby agrees that Secured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the date hereof, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each Controlled Account is intended to be case bearing a “securities account” or “deposit account” within designation clearly indicating that the meaning funds and other property credited thereto are held for Collateral Agent for the benefit of the UCC Secured Parties and subject to the applicable Securities Account Control Agreement and (ii) except as otherwise expressly provided herein and a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the Collection Account Agreement or Unfunded Exposure Account Agreement, name of Company designated as applicable, prior the “Lockbox Account” as to which the delivery of a notice of exclusive control, Collateral Agent has sole dominion and control over such account for the Borrower, the Servicer and the Trustee (acting at the direction benefit of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited UCC pursuant to the Controlled Accounts Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the form of securities or instruments shall Lockbox Account will be registered in swept daily into the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankCollection Account.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower a Loan Party in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower a Loan Party or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrowersuch Loan Party, payable to the order of the Borrower such Loan Party or specially Indorsed to the Borrowersuch Loan Party, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control and until such Notice of Exclusive Control has been rescinded, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the "Hague Convention"), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 of the UCC). Each of the parties hereto hereby agrees (i) that the law of the State of New York shall govern the issues specified in Article 2(1) of the Hague Convention, (ii) that each of the other account agreements, if any, governing any of the Controlled Accounts is hereby amended to include clause (i) above, and (iii) not to modify the law applicable to such issues hereunder, or (so long as this Agreement is in effect) under such other account agreements, without the prior written consent of each party hereto. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and of the Hague Securities Convention, and (ii) except as otherwise expressly provided herein and in the Collection Securities Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) Borrower shall be entitled to exercise the rights that comprise each Financial Asset and other asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit accountAccount; provided that after the delivery of a notice Notice of exclusive control, Exclusive Control such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent)) in accordance with the Securities Account Control Agreement. Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money cash or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, UCC New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 110(e) of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.. (h)

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(499‑102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the "Hague Convention"), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 9‑304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 8‑110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (ia) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC The Borrower shall establish and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior maintain cash management systems reasonably acceptable to the delivery of a notice of exclusive controlAdministrative Agent, the Borrowerincluding, the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCwithout limitation, with respect to blocked account arrangements. The Borrower shall not establish or maintain a Deposit Account or Securities Account that is not a Controlled Account and the Controlled AccountsBorrower shall not, New York and shall use commercially reasonable efforts to cause the Servicer not to, deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not the Collection Account, Lockbox Account, Reserve Account, the Collateral Support Account or the Receivable Reserve Account (provided, that inadvertent and non-reoccurring errors by the Servicer in applying such Collections that are promptly, and in any event within two (2) Business Days, after the Servicer or the Borrower has (or should have had in the exercise of reasonable diligence) actual knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of the Collateral shall be deemed subject to an express trust for the benefit of Administrative Agent and shall be delivered to Administrative Agent for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the date hereof, the Borrower shall cause to be established and maintained (i) a Deposit Account in the Bank’s jurisdiction (name of the Borrower designated as the “Collection Account” as to which the Collateral Agent shall have sole dominion and control for the benefit of the Secured Parties within the meaning of Section 9-304 104(a)(2) of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited UCC pursuant to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if Collection Account Agreement, (ii) a Deposit Account in the name of the Borrower or designated as the Trustee, Indorsed “Lockbox Account” as to which the Collateral Agent shall have sole dominion and control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the BankLockbox Account Agreement, Indorsed in blank, or credited to another securities account maintained (iii) a Deposit Account in the name of the Bank, Borrower designated as the “Reserve Account,” as to which the Collateral Agent shall have sole dominion and in no case will any Financial Asset credited control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Controlled Accounts be registered Reserve Account Agreement, (iv) a Deposit Account in the name of the Borrower, payable Borrower designated as the “Collateral Support Account,” as to which the Collateral Agent shall have sole dominion and control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the order Collateral Support Account Agreement and (v) a Deposit Account in the name of the Borrower or specially Indorsed designated as the “ Receivable Reserve Account,” as to which the Collateral Agent shall have sole dominion and control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankReceivable Reserve Account Agreement.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Control Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement), the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control (as defined in the Control Agreement), such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to excess of $25,000,00050,000,000 and any such failure continues unremedied for two Business Days and such default is not cured within the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or applicable cure period, if in the name of the Borrower or the Trusteeany, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blank.provided for under such agreement; or

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control and until such Notice of Exclusive Control has been rescinded, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). The Administrative Agent shall not, and shall not direct the Collateral Agent to, provide nor exercise Notice of Exclusive Control prior to the occurrence of an Event of Default and the Administrative Agent shall, or shall direct the Collateral Agent to, promptly rescind the Notice of Exclusive Control upon an Event of Default ceasing to exist upon written notice from the Borrower. Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-9 102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the "Hague Convention"), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues USActive 55125247.5 136 (1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, Account Bank has agreed to comply with the entitlement orders and instructions of the Borrower or the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled on its behalf with respect to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be the Account Bank has agreed to comply exclusively held by with the Trustee entitlement orders and instructions of the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or Each of the parties hereto hereby agrees (i) that the law of the State of New York is applicable to all issues specified in Article 2(1) of the Hague “Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary (Concluded 5 July 2006)”, (ii) that each of the other property underlying account agreements, if any, governing any Financial Assets credited to of the Controlled Accounts is hereby amended to include clause (i) above, and (iii) not to modify the law applicable to such issues hereunder, or (so long as this Agreement is in effect) under such other account agreements, without the form prior written consent of securities or instruments each party hereto. Each party agrees that all Loan Assets received by the Account Bank shall be registered in the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blank.AmericasActive:18709990.5

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each of the Controlled Account Accounts is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Control Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer Collateral Manager and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account, in each case in accordance with the terms of this Agreement; provided that after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(499‑102(a)(49) of the UCC) such property (other than cash) is to be treated as a Financial Asset under Article 8 of Asset, (B) all cash shall be credited to the UCC applicable account and (BC) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 9‑304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 8‑110 of the UCC). All securities or other property ‑150‑ underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control and until such Notice of Exclusive Control has been rescinded, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). Each of the parties hereto hereby agrees (i) that the law of the State of New York shall govern the issues specified in Article 2(1) of the Hague Convention, (ii) that each of the other account agreements, if any, governing any of the Controlled Accounts is hereby amended to include clause (i) above, and (iii) not to modify the law applicable to such issues hereunder, or (so long as this Agreement is in effect) under such other account agreements, without the prior written consent of each party hereto. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer Manager and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, Account Bank has agreed to comply with the entitlement orders and instructions of the Borrower or the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled on its behalf with respect to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice Notice of exclusive controlExclusive Control, such rights shall be the Account Bank has agreed to comply exclusively held by with the Trustee entitlement orders and instructions of the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). Each of the parties hereto hereby agrees (i) that the law of the State of New York is applicable to all issues specified in Article 2(1) of the Hague “Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary (Concluded 5 July 2006)”, (ii) that each of the other account agreements, if any, governing any of the Controlled Accounts is hereby amended to include clause (i) above, and (iii) not to modify the law applicable to such issues hereunder, or (so long as this Agreement is in effect) under such other account agreements, without the prior written consent of each party hereto. Each party agrees that all Loan Assets received by the Account Bank shall be credited to the Custodial Account. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “"securities account” " or “"deposit account” " within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Control Agreement, as applicable, prior to the delivery of a notice Notice of exclusive controlExclusive Control, the Borrower, the Servicer and the Trustee Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that that, after the delivery of a notice Notice of exclusive controlExclusive Control and until such Notice of Exclusive Control has been rescinded, such rights shall be exclusively held by the Trustee Collateral Agent (acting at the direction of the Administrative Agent). The Administrative Agent shall not, and shall not direct the Collateral Agent to, provide a Notice of Exclusive Control prior to the occurrence of an Event of Default and the Administrative Agent shall, or shall direct the Collateral Agent to, promptly rescind the Notice of Exclusive Control upon an Event of Default ceasing to exist. Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(499‑102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCCUCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the "Hague Convention"), with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s 's jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s 's jurisdiction (within the meaning of Section 8-110 of the UCC)) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. Each party agrees that any Loan Assets or Required Loan Documents that are (i) in physical form or (ii) traded on an exchange or through the facilities of DTC shall be credited to the applicable Custodial Account. All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the TrusteeCollateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

Controlled Accounts. Each (a) The Borrower shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent. The Borrower shall not, and shall cause the Manager to not, deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account. All Collections and proceeds of the parties hereto hereby agrees that Collateral shall be subject to an express trust for the benefit of Administrative Agent and shall be delivered to Administrative Agent for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the date hereof, the Borrower shall cause to be established and maintained, (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice of exclusive control, the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that Account Bank, one or more Deposit Accounts (Aor sub-accounts) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if in the name of the Borrower or each designated as a “Collection Account,” in each case, as to which the Trustee, Indorsed to the Account Bank, Indorsed in blankits capacity as Collateral Agent, shall have sole and exclusive dominion and control for the benefit of the Secured Parties within the meaning of Sections 9-104(a)(1), 9-312(b) and 9-314 of the UCC pursuant to this Agreement and (ii) with the Account Bank, one or credited to another securities account maintained more Deposit Accounts (or sub-accounts) in the name of the Borrower each designated as a “Reserve Account”, in each case, as to which the Account Bank, in its capacity as Collateral Agent, shall have sole and exclusive dominion and control for the benefit of the Secured Parties within the meaning of Sections 9-104(a)(1), 9-312(b) and 9-314 of the UCC pursuant to this Agreement. The Collateral Agent shall be entitled at any time to give the Account Bank instructions as to the withdrawal or disposition of funds from time to time credited to the Controlled Accounts, or as to any other matters relating to the Controlled Accounts, all without further consent of Borrower. The Account Bank acknowledges and agrees that (i) it shall comply with the instructions originated by the Collateral Agent in no each case will directing disposition of any Financial Asset funds from time to time credited to the Controlled Accounts be registered in without further consent of Borrower and (ii) it shall, and is fully entitled to, rely upon any such instructions from the name of the Borrower, payable Collateral Agent even if such instructions are contrary to any instructions or demands that Borrower may give to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blankAccount Bank.