Common use of Instructions to the Collateral Agent and the Account Bank Clause in Contracts

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, of its receipt of conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, (i) shall rely on and follow the instructions given by the Administrative Agent; provided, that and (ii) shall promptly notify the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative AgentBorrower, the Servicer the Borrower, and the Collateral Administrative Agent or the Account Bank, as applicable, of its receipt of such conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, Borrower or on behalf of the Borrower by a Borrower Advisor or by the Administrative Agent pursuant to Section 2.04 shall be in writing (including and instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy facsimile or e-mailmail shall constitute “in writing” for this purpose), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall, or shall cause any Borrower Advisor to, immediately transmit to the Administrative Agent by telecopy facsimile or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party or on behalf of the Borrower pursuant to Section 2.04 substantially currently with the delivery thereof2.04. The Administrative Agent shall promptly transmit to the Servicer Borrower Advisors and the Borrower by telecopy facsimile or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04 substantially currently with the delivery thereof2.04. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or on behalf of the Servicer Borrower, under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer Borrower Advisors and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer any Borrower Advisor or the Borrower after the occurrence and during the continuation of an Event of Default which conflict with any instructions received by from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, of its receipt of conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Facility Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification (which shall be deemed given upon receipt by the Collateral Agent or the Account Bank of any such written instructions or directions) that such instructions and directions are in compliance with the provisions of Section 2.04. Subject to the remainder of this Section 2.05, the Collateral Agent may conclusively rely on such instructions and directions. The Servicer and the Borrower shall promptly (and in any event within three (3) Business Days) transmit to the Administrative Facility Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof2.04. The Administrative Facility Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, Facility Agent pursuant to Section 2.04 substantially currently with the delivery thereof2.04. If either the Administrative Facility Agent or the Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Facility Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Facility Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Facility Agent; provided, provided that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, shall promptly provide notification to the Servicer or the Borrower of its receipt of such conflicting instructions; provided, provided further that any such failure on the failure to provide such notice hereunder shall not result in any liability for part of the Collateral Agent or to deliver such notice shall not render such action by the Account BankCollateral Agent invalid.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the 66 DMSLIBRARY01\32370595.v1 Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, (i) shall rely on and follow the instructions given by the Administrative Agent; provided, that and (ii) shall promptly notify the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative AgentBorrower, the Servicer the Borrower, and the Collateral Administrative Agent or the Account Bank, as applicable, of its receipt of such conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mailemail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.042.04 and the Collateral Agent may conclusively rely on such instruction and directions. The Servicer and the Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof2.04. The Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, Agent pursuant to Section 2.04 substantially currently with the delivery thereof2.04. If either the Administrative Agent or the Collateral Agent disagrees with the computation of any amounts to be paid or USActive 55323723.3 deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent or the Administrative Agent, as applicable, in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, provided that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, shall promptly provide notification to the Servicer or the Borrower of its receipt of such conflicting instructions; provided, further, that any such failure on the failure to provide such notice hereunder shall not result in any liability for part of the Collateral Agent or Account Bank to deliver such notice shall not render such action by the Collateral Agent or Account BankBank invalid.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mailemail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.042.04 and the Collateral Agent may conclusively rely on such instruction and directions. The Servicer and the Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof2.04. The Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, Agent pursuant to Section 2.04 substantially currently with the delivery thereof2.04. If either the Administrative Agent or the Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent or the Administrative Agent, as applicable, in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, provided that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, shall promptly provide notification to the Servicer or the Borrower of its receipt of such conflicting instructions; provided, further, that any such failure on the failure to provide such notice hereunder shall not result in any liability for part of the Collateral Agent or Account Bank to deliver such notice shall not render such action by the Collateral Agent or Account BankBank invalid.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mailemail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.042.04 and the Collateral Agent may conclusively rely on such instructions and directions. The Servicer and the Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof2.04. The Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail email a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, Agent pursuant to Section 2.04 substantially currently with the delivery thereof2.04. If either the Administrative Agent or the Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent or the Administrative Agent, as applicable, in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest or demonstrable error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, of its receipt of conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer Subject to the remainder of this Section 2.05, the Collateral Agent and the Account Bank may conclusively rely on such instructions and directions. The Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, Agent pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Administrative Collateral Agent or Collateral the Administrative Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer Borrower and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer Borrower (or the Borrower Collateral Manager on the Borrower’s behalf) which conflict with any instructions received by from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, of its receipt of conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the ServicerCollateral Manager, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-maile‑mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. Subject to the remainder of this Section 2.05, the Collateral Agent may conclusively rely on such instructions and directions. The Servicer Collateral Manager and the Borrower shall promptly (and in any event within three (3) Business Days) transmit to the Administrative Agent by telecopy or e-mail e‑mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank ‑82‑ by such party pursuant to Section 2.04 substantially currently with the delivery thereof2.04. The Administrative Agent shall promptly (and in any event within three (3) Business Days) transmit to the Servicer Collateral Manager and the Borrower by telecopy or e-mail e‑mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, Agent pursuant to Section 2.04 substantially currently with the delivery thereof2.04. If either the Administrative Agent or the Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer Collateral Manager under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer Collateral Manager and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two (2) Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer Collateral Manager or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, provided that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, shall promptly provide notification to the Collateral Manager or the Borrower of its receipt of such conflicting instructions; provided, provided further that any such failure on the failure to provide such notice hereunder shall not result in any liability for part of the Collateral Agent or to deliver such notice shall not render such action by the Account BankCollateral Agent invalid.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent; provided, that the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative Agent, the Servicer the Borrower, and the Collateral Agent or the Account Bank, as applicable, of its receipt of conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.

Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, (i) shall rely on and follow the instructions given by the Administrative Agent; provided, that and (ii) shall promptly notify the Collateral Agent or the Account Bank, as applicable shall utilize all reasonable efforts to provide prompt notice thereafter to the Administrative AgentBorrower, the Servicer the Borrower, and the Collateral Administrative Agent or the Account Bank, as applicable, of its receipt of such conflicting instructions; provided, that the failure to provide such notice hereunder shall not result in any liability for the Collateral Agent or the Account Bank.. DMSLIBRARY01\30388519.v8