Common use of Payments on Receivables, Collection Accounts Clause in Contracts

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Master Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Master Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Master Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Master Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipteach applicable Control Agreement. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Master Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and the Sub-Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and the Sub-Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originator and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer Servicer, the Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, the Sub-Originator, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no enforce each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection AccountAccount except with respect to any amounts received in connection with an Excluded Receivable. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Closing Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . The Servicer will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made pursuant to the terms of this Agreement.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Lender and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of such receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an a Collection Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Each Originator (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections from other property of the Servicer Originators, (iii) to identify Affiliate Collections received from time to time and (iv) to segregate such Affiliate Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall Originators will use commercially reasonable efforts to ensure that no each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators shall not permit funds other than (i) Collections on Pool Receivables and other Collateral are and (ii) Affiliate Collections, to be deposited into any Collection Account. If such any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than commingling of Affiliate Collections in any Collection Account. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), such Originator shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) such Originator will, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Buyer or Administrative Agent, such Originator shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Buyer) from time to time identified to such obligor; and (iv) if requested by Buyer or Administrative Agent, such Originator shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box).

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxBox (subject to Section 8.03(b) of this Agreement with respect to the Central Bank Collections and the SVB Collections). The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, (1) if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account BankBank and (2) with the prior written consent of the Administrative Agent. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. To the extent that there exists any Linked Accounts, upon the occurrence and continuance of an Event of Default, the Borrower shall, or shall cause the Servicer to, promptly delink such accounts from the Collection Account.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the OriginatorsOriginators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than Affiliate Collections. The Borrower Servicer will (on behalf of the Borrower), unless otherwise agreed in writing by the Administrative Agent, instruct each Originator, in its capacity as the beneficiary (or prospective beneficiary) of an Eligible Supporting Letter of Credit, to instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if the applicable Originator fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Collection Account, the Servicer will, unless otherwise agreed in writing by the Administrative Agent, use all commercially reasonable efforts to cause the applicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if the applicable Originator fails to do so. The Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document: (i) the Servicer will, and will cause each Originator to, at all times, maintain such records necessary to (x) identify Affiliate Collections received from time to time and (y) segregate such Affiliate Collections from other property of the Servicer and the Originators; provided, however, that segregation of such Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing; (ii) on each Business Day, the Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account (and any related Lock-Box) as reasonably requested in writing by the Administrative Agent; (iii) upon the occurrence and during the continuance of a Level 2 Ratings Event, the Servicer shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box) from time to time identified to such obligor; and (iv) at all times during the continuation of a Level 2 Ratings Event (x) the Servicer shall not permit Affiliate Collections to be deposited into any Collection Account or Lock-Box, (y) if Affiliate Collections are nevertheless deposited into any Collection Account or Lock-Box, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (z) the Servicer will not, and will not permit any Originator or any other Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any Affiliate Collections.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower, or, subject to Section 7.01(y)(iii), each Canadian Originator, shall use commercially reasonable efforts not instruct any Person other than the Obligors (and the Excluded Obligors to ensure that no the extent permitted pursuant to the proviso below) to deposit funds other than Collections on Pool Receivables and Receivables, other Collateral are deposited and remittances of funds for Excluded Receivables (subject to the proviso below) into any its respective Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) ), or, subject to Section 7.01(y)(iii), each Canadian Originator, will within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) shall instruct such Person to no longer deposit any such funds into any such Collection Account. The Except as permitted by this Section, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds; provided, that, with respect to any Excluded Receivables, the Originator of which is Xxxx Xxxxxxxxxxxx and the Obligor of which is The Dow Chemical Company or any Affiliate thereof (the “Xxxx Russellville-Dow Excluded Receivables”), which Excluded Receivables are originated on or before February 12, 2021, or such later date as may be consented to by the Majority Group Agents, such commingling shall be permitted solely with respect to remittance of funds for such Xxxx Xxxxxxxxxxxx-Dow Excluded Receivables; provided, further, that with respect to any Xxxx Xxxxxxxxxxxx-Dow Excluded Receivables, after February 12, 2021, or such later date as it may be consented to by the Majority Group Agents, the Borrower shall instruct the Servicer, such Originator or such Person to (x) transfer such funds related to the Xxxx Russellville-Dow Excluded Receivables into an account other than a Collection Account, (y) no longer deposit any such funds into any such Collection Account and (z) instruct the related Excluded Obligor to no longer deposit any such funds into any such Collection Account. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this AgreementII, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and Originator will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (A) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Originator will, and will cause each Originator to, at all times, cause any Collections of Pool Receivables received in a Settlement Account to be swept within one (1) Business Day to a Collection Account pursuant to standing instructions to the Settlement Agent; provided that the Administrative Agent, upon written notice to the Buyer, may require the Buyer to establish one or more Collection Accounts at PNC and sweep all Collections received in the Settlement Accounts to such Collection Account(s) maintained at PNC. The Originator will, and will at all times, instruct all Obligors to maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Originator shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless ; provided, that the Servicer may permit proceeds of Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables to be deposited into any Collection Account, Lock-Box Accounts so long as each of the Borrower following conditions are met: (or i) the Servicer shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on its behalfdeposit in the Collection Accounts, (ii) will the Servicer shall remove any such proceeds of Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days identify of receipt thereof, (iii) if proceeds of Subscriber Receivables in excess of $10,000,000 are deposited in the Collection Accounts in any calendar month, within 10 Business Days of PNC’s written request therefor, the Servicer shall direct (and transfer such funds use commercially reasonable efforts to cause) account debtors with respect to Subscriber Receivables to deposit the proceeds thereof in deposit accounts other than the Collection Accounts and (iv) no account debtors with respect to Air Center Receivables may be directed to deposit proceeds thereof to any Collection Account after February 28, 2024, other than account debtors who have not yet consented to the appropriate Person entitled assignment of their related customer contract to the purchaser of the related business, it being understood that the applicable Originators are working in good faith pursuant to their obligations to such fundspurchaser to obtain such consents from such account debtors. The Borrower Originator will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Buyer, the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer other Originators or other Affiliates, if any, held by such Originator; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and the Originatorsis continuing. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received . Such Originator shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) such Originator will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Each Originator will not, and will not permit the Buyer, the Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Buyer, the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than Affiliate Collections. Each Originator will (unless otherwise agreed to in writing by the Administrative Agent in its sole discretion), in its capacity as the beneficiary (or prospective beneficiary) of an Eligible Supporting Letter of Credit, (i) pay all amounts received by it in respect of Eligible Supporting Letters of Credit issued by (or confirmed by) any Eligible Supporting Letter of Credit Provider directly to a Collection Account and (ii) instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued by (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if such Originator fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Collection Account, such Originator will, unless otherwise agreed in writing by the Administrative Agent, use commercially reasonable efforts to cause the applicable Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued by (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if such Originator fails to do so. Each Originator shall not (and shall not cause the Buyer or the Servicer to) add or replace a Collection Account (or a related Lock-Box), or a Collection Account Bank unless the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Buyer and the Administrative Agent from the applicable Collection Account Bank. Each Originator shall not (and shall not cause the Buyer or the Servicer to) terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document: (i) each Originator will, and will cause each other Originator to, at all times, maintain such records necessary to (x) identify Affiliate Collections received from time to time and (y) segregate such Affiliate Collections from other property of such Originator and the other Originators; provided, however, that segregation of such Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing; (ii) on each Business Day, each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account (and any related Lock-Box) as reasonably requested in writing by the Administrative Agent; (iii) upon the occurrence and during the continuance of a Level 2 Ratings Event, each Originator shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box) from time to time identified to such obligor; and (iv) at all times during the continuation of a Level 2 Ratings Event (x) each Originator shall not permit Affiliate Collections to be deposited into any Collection Account or Lock-Box, (y) if Affiliate Collections are nevertheless deposited into any Collection Account or Lock-Box, each Originator will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (z) each Originator will not, and will not permit any other Originator or any other Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative AgentAffiliate Collections.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account Account, a Mail-Box or a Lock-Box. The Borrower Servicer will promptly (or the but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. The Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the a Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer will enforce the terms of each applicable Account Control Agreement. The Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and other Collateral are and (ii) Affiliate Collections, to be deposited into any Collection Account. If such any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the Servicerany Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than commingling of Affiliate Collections in any Collection Account. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent.. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made pursuant to the terms of this Agreement.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to (x) deliver payments on any Government-Pay Health Care Receivables to the Sweep Account of the Originator that originated such Receivable and (y) deliver payments on all other Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Servicer (i) shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If such funds are nevertheless deposited into any Sweep Account or Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Sweep Account or Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II II-A to this Agreement, if the Administrative Agent has received notice of such addition and an executed and and, in the case of the addition of a Collection Account (or a related Lock-Box), acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at for the account of the Borrower or, with respect to a Collection Account, at the direction of the Borrower. Upon the request of the Administrative Agent at any time that a Daily Reporting Period, Unmatured Event of Default or Event of Default is then continuing, the Servicer shall identify and segregate any Collections on Ineligible Dexcom Receivables apart from other Collections within two (2) Business Days of receipt of such Collections on Ineligible Dexcom Receivables.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will (x) if such funds relate to misdirected payments made to a Collection Account with respect to accounts owing to Axxxxx X.X. or any Subsidiary thereof relating to performance adhesives during the twelve (12) months following the effectiveness of the transaction described in the Parent’s 8-K filed on August 31, 2021, within five (5) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (y) otherwise, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of such receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections and Deemed Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Borrower, the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. At all times after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower the Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will use commercially reasonable efforts not permit the Servicer, any Originator or any other Person to commingle Collections and Deemed Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower At all times after the Closing Date, the Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the OriginatorsOriginators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower shall not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than Affiliate Collections. The Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction of the Borrower. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document: (i) the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such records necessary to (x) identify Affiliate Collections received from time to time and (y) segregate such Affiliate Collections from other property of the Servicer and the Originators; provided, however, that segregation of such Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing; (ii) on each Business Day, the Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account (and any related Lock-Box) as reasonably requested in writing by the Administrative Agent; (iii) upon the occurrence and during the continuance of a Level 2 Ratings Event, the Borrower (or the Servicer on its behalf) shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box) from time to time identified to such obligor; and (iv) at all times during the continuation of a Level 2 Ratings Event (x) the Borrower shall not permit Affiliate Collections to be deposited into any Collection Account or Lock-Box, (y) if Affiliate Collections are nevertheless deposited into any Collection Account or Lock-Box, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (z) the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any Affiliate Collections.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxBox (subject to Section 8.03(b) of this Agreement with respect to the Central Bank Collections and the SVB Collections). The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, (1) if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account BankBank and (2) with the prior written consent of the Administrative Agent. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. To the extent that there exists any Linked Accounts, upon the occurrence and continuance of an Event of Default, the Servicer shall promptly delink such accounts from the Collection Account.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Except as contemplated by Section 4.01(a), the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will use commercially reasonable efforts to not permit the Servicer, any Originator commingle Collections or any other Person to commingle Deemed Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. The Borrower Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections from other property of the Servicer Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall Originators will use commercially reasonable efforts to ensure that no each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators shall not permit funds other than (i) Collections on Pool Receivables and other Collateral are and (ii) Affiliate Collections, to be deposited into any Collection Account. If such any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than commingling of Affiliate Collections in any Collection Account. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), such Originator shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) such Originator will, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Buyer or Administrative Agent, such Originator shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Buyer) from time to time identified to such obligor; and (iv) if requested by Buyer or Administrative Agent, such Originator shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box); and (v) either (x) promptly (but in any event within the time period designated by the Administrative Agent in its sole discretion) following the deposit of any Subject Obligor Collections into any Approved Account, such Originator (or the Servicer on its behalf) shall cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections) or (y) within 30 days following the occurrence of such Event of Default or Ratings Event (or such longer period as consented to in writing by the Administrative Agent in its sole discretion), cause each Approved Account to be covered by an Account Control Agreement.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware receipt) remit such funds into a Collection Account. (ii) The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of such receipt each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) no more than 2.0% of such payments received any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be remitted subject to a Collection Account within five (5Section 8.01(dd) Business Days after becoming aware of such receipt. The Borrower and Section 8.02(j), the Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Xxxxx’x, the Seller shall use commercially reasonable efforts to cause all such funds are nevertheless not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Borrower request of the Administrative Agent. The Seller (or the Servicer on its behalf) will shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. funds except as set forth herein. (iii) The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Sub-Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the its Pool Receivables to a Collection Account or a Lock-Box. The Borrower Sub-Originator (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Sub-Originator, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s ultimate assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . The Sub-Originator will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Sub-Originator shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or Sub-Originator will cause the Servicer on its behalf) will to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Borrower Sub-Originator will not, and will not permit the Servicer, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Sub-Originator shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Sub-Originator shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (Prior to the Initial Funding Date, the Servicer will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. If at any time after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower At all times after the Initial Funding Date, the Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made (i) in accordance with this clause (f) or (ii) at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Such Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables originated by it to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and Such Originator will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originatorssuch Originator. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Buyer (and Regions Bank and the other Secured Parties as the Buyer’s assignees) and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Such Originator shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are the Related Rights to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) such Originator will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Such Originator will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender Regions Bank or any other Secured Party is entitled, with any other fundsfunds of such Originator. The Borrower Such Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent Regions Bank has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to Regions Bank from the applicable Collection Account Bank. The Borrower Such Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of Regions Bank. Such Originator shall not make or authorize any disbursements from any Collection Account, other than such disbursements that are made or authorized at the Administrative Agentdirection and for the account of the Buyer (or Regions Bank as its assignee).

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Each Originator (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s assignees) and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of such receipt receipt) remit such funds into a Collection Account. The Originators will use commercially reasonable efforts to ensure that each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators shall instruct (i) all obligors on Excluded Receivables and (yii) no more than 2.0% all payors of such amounts owing to the Originators or their Affiliates (which do not constitute Pool Receivables or other Collateral), in each case, to remit payments received shall be remitted with respect thereto to any bank account or other location that does not constitute a Collection Account within five (5) Business Days after becoming aware of such receiptor a Lock-Box. The Borrower Originators shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to (x) deliver payments on any Government-Pay Health Care Receivables to the Sweep Account of the Originator that originated such Receivable and (y) deliver payments on all other Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower (i) shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If such funds are nevertheless deposited into any Sweep Account or Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Sweep Account or Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and and, in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Borrower shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at for the account of the Borrower or, with respect to a Collection Account, at the direction of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower. Notwithstanding the foregoing, the Borrower and the Servicer shall be permitted to instruct Obligors in respect of Neptune Xxxxxx Receivables to deliver payments on Neptune Xxxxxx Receivables to the Neptune Xxxxxx JPM Collection Account. If an Event of Default or Unmatured Event of Default shall have occurred and is continuing, then the Borrower (or the Servicer on its behalf) shall cause all Collections received in the Neptune Xxxxxx JPM Collection Account to be transferred into a Collection Account within two (2) Business Days of receipt. If at any time PNC (acting in its sole discretion) so instructs the Borrower or Servicer in writing, the Borrower (or the Servicer on its behalf) shall cause the Neptune Xxxxxx JPM Collection Account to (i) be assigned or novated from Xxxxxxx Xxxxxx to the Borrower, (ii) become subject to an Account Control Agreement and (iii) become, and meet all requirements hereunder for, a Collection Account, in each case, within not more than thirty (30) days after the Borrower’s or Servicer’s receipt of such notice.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box, except with respect to payments on Pool Receivables denominated in an Alternative Currency or any other currency other than Dollars. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of such receipt receipt) remit such funds into a Collection Account. The Servicer shall instruct (i) all obligors on Excluded Receivables and (yii) no more than 2.0% all payors of such amounts owing to the Originators or their Affiliates (which do not constitute Pool Receivables or other Collateral), in each case, to remit payments received shall be remitted with respect thereto to any bank account or other location that does not constitute a Collection Account within five (5) Business Days after becoming aware of such receiptor a Lock-Box. The Borrower Servicer shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account Insolvency Proceeding shall be instituted by or against the Borrower, any Originator, the Performance Guarantor or the Servicer and, in the case of any such proceeding instituted against such Person (but not instituted by such Person), either such proceeding shall remain undismissed or unstayed for a related Lock-Boxperiod of sixty (60) consecutive days, or a Collection Account Bank to those listed on Schedule II to this Agreement, if any of the Administrative Agent has received notice of actions sought in such addition and an executed and acknowledged copy proceeding (including the entry of an Account Control Agreement (order for relief against, or an amendment theretothe appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) from shall occur; or the applicable Collection Account Bank. The Borrower Borrower, any Originator, the Performance Guarantor or the Servicer shall only terminate a Collection Account Bank take any corporate or close a Collection Account (or a related Lock-Box) with the prior written consent organizational action to authorize any of the Administrative Agent.actions set forth above in this paragraph;

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the Originatorsother Originators or other Affiliates, if any, held by such Originator. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Lenders and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . Such Originator (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received each applicable Account Control Agreement. Such Originator shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Each Originator will not, and will not permit the Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Each Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Each Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxLock‑Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-BoxLock‑Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-BoxLock‑Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon receipt from any Collection Account Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a different Collection Account or a Lock‑Box that is subject to an Account Control Agreement that has not been terminated (or that the applicable Collection Account Bank does not intend to terminate).

Payments on Receivables, Collection Accounts. The Borrower Subject to Section 7.04, the Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Supporting Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxLock‑Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Closing Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-BoxLock‑Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-BoxLock‑Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-BoxBox or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account. The Borrower Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Xxxxx Exception Account or HSBC Exception Account to a Collection Account. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) so long as each of the HSBC Exception Account Conditions are then satisfied, no less than 98.0% of such payments Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account within one unless requested by the Administrative Agent in writing. The Seller (1or the Servicer on its behalf) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller. (ii) The Seller shall not (and shall not permit the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (A) prior written notice of such addition, termination or change and (B) a signed and acknowledged Account Control Agreement (or amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box), and the Administrative Agent shall have consented to such change in writing.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and funds into a Collection Account. (yii) no more than 2.0% of such payments received Except with respect to any Excluded Collection Account which shall be remitted subject to a Collection Account within five (5Section 8.01(dd) Business Days after becoming aware of such receipt. The Borrower and Section 8.02(j), the Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Moody’s, the Servicer shall use commercially reasonable efforts to cause all such funds are nevertheless not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Borrower (or request of the Administrative Agent. The Servicer shall identify and transfer any funds not representing Collections on its behalf) will Pool Receivables and other Sold Assets and Seller Collateral deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Borrower Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. funds except as set forth herein. (iii) The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Lenders Buyer (and the other Secured Parties Administrative Agent and the Purchasers as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . The Originators will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Originators shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and (ii) other Collateral are Support Assets to be deposited into any Collection Account. If such any other funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds in any Collection Account. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) ), or a Collection Account Bank bank at which the Lock-Box is located (the “Lock-Box Bank”) to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Lock-Box Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Lock-Box Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. At all times after the Closing Date, however, that (x) no less than 98.0% of such payments received the Servicer shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower At all times after the Closing Date, the Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower At all times after the Closing Date, the Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-BoxBox or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account. The Borrower Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) so long as each of the HSBC Exception Account Conditions are then satisfied, no less than 98.0% of such payments Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account within one unless requested by the Administrative Agent in writing. The Seller (1or the Servicer on its behalf) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller. (ii) The Seller shall not (and shall not permit the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (A) prior written notice of such addition, termination or change and (B) a signed and acknowledged Account Control Agreement (or amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box), and the Administrative Agent shall have consented to such change in writing.

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; providedprovided that with respect to Collections in the form of checks received from Physical Check Obligors received by the Servicer or an Originator, however, that such Servicer or Originator shall promptly (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one two (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (52) Business Days after becoming aware of receipt) remit such receiptfunds into a Collection Account. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Initial Funding Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to (x) deliver payments on any Government-Pay Health Care Receivables to the Sweep Account of the Originator that originated such Receivable and (y) deliver payments on all other Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Servicer (i) shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If such funds are nevertheless deposited into any Sweep Account or Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Sweep Account or Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II II-A to this Agreement, if the Administrative Agent has received notice of such addition and an executed and and, in the case of the addition of a Collection Account (or a related Lock-Box), acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at for the account of the Borrower or, with respect to a Collection Account, at the direction of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and Such Sub-Originator will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and Such Sub-Originator will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originators and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originatorit, it shall hold such payments in trust for the benefit of the Buyer, Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall Such Sub-Originator will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. Such Sub-Originator shall not permit (x) at any time prior to the Cease Commingling Date, funds other than Collections on Pool Receivables and other Collateral are in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) such Sub-Originator will within two (2) Business Days the Required De-Commingling Period, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Such Sub-Originator will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the SPV, Buyer, Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Such Sub-Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Buyer and Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Buyer and Administrative Agent from the applicable Collection Account Bank. The Borrower Such Sub-Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Such Sub-Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Notwithstanding the foregoing, the Servicer shall be permitted to instruct Obligors in respect of Neptune Xxxxxx Receivables to deliver payments on Neptune Xxxxxx Receivables to the Neptune Xxxxxx JPM Collection Account. If an Event of Default or Unmatured Event of Default shall have occurred and is continuing, then the Borrower (or the Servicer on its behalf) shall cause all Collections received in the Neptune Xxxxxx JPM Collection Account to be transferred into a Collection Account within two (2) Business Days of receipt. If at any time PNC (acting in its sole discretion) so instructs the Borrower or Servicer in writing, the Servicer shall cause the Neptune Xxxxxx JPM Collection Account to (i) be assigned or novated from Xxxxxxx Xxxxxx to the Borrower, (ii) become subject to an Account Control Agreement and (iii) become, and meet all requirements hereunder for, a Collection Account, in each case, within not more than thirty (30) days after the Borrower’s or Servicer’s receipt of such notice.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, that, with respect to any FCX Receivables, up to five percent (5%) of payments related to such FCX Receivables may be remitted into an account that is not a Collection Account; provided, further, that upon notice by the Majority Group Agents to the Servicer that such remittance into an account that is not a Collection Account shall no longer be permitted, the Servicer shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) (or instruct FCX to) (x) transfer the funds related to the FCX Receivables that are on deposit in an account other than a Collection Account into a Collection Account, (y) no longer deposit such funds into an account other than a Collection Account and (z) instruct the related obligors to deposit any such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptsubject to the proviso above). The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are and remittances of funds for Subject Receivables (subject to the proviso below) to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds; provided, that, up to twenty percent (20%) of monthly cash receipts will be permitted to be related to the Subject Receivables; provided, further that, upon notice by the Majority Group Agents to the Servicer that such commingling shall no longer be permitted, the Servicer shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) instruct the Borrower, the related Subject Originator or such other Person to (x) transfer such funds related to the Subject Receivables into an account other than a Collection Account, (y) no longer deposit such funds into any Collection Account and (z) instruct the related obligors to no longer deposit any such funds into any such Collection Account. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. (q) Article X of the Original Receivables Financing Agreement is hereby amended by adding the following as a new Section 10.11 immediately following the existing Section 10.10 thereof:

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agentin (ii) Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received Servicer shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Xxxxx’x, the Servicer shall use commercially reasonable efforts to cause all such funds are nevertheless not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Borrower (or request of the Administrative Agent. The Servicer shall identify and transfer any funds not representing Collections on its behalf) will Pool Receivables and other Sold Assets and Seller Collateral deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Borrower Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. funds except as set forth herein. (iii) The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Borrower (Seller will or the Servicer on its behalf) will, and will cause each Originator the Originators to, at all timeson and after the Initial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (Seller will or the Servicer on its behalf) will, and will cause each Originator the Originators to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Seller and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Seller or an Originatorthe Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. At all times after the Closing Date, however, that (x) no less than 98.0% of such payments received the Seller shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Related Rights to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (Seller will or will cause the Servicer on its behalf) will Originators to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Buyer, the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, entitled with any other funds. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. The Borrower Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (originated by such Originator) to a Collection Account or a Lock-Box. The Borrower Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables originated by such Originator and to segregate such Collections from other property of the Servicer Servicer, the Sub-Servicers and the other Originators. If any payments on the such Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . Such Originator (xor the Servicer or a Sub-Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a each applicable Collection Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Such Originator shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower such Originator (or the Servicer or Sub-Servicer on its behalf) will shall within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Such Originator will not, and will not permit the Servicer, any Sub-Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account Such Originator (or a related Lock-Box) the Servicer or a Sub-Servicer on its behalf) shall ensure that no disbursements are made from any Collection Account Bank Account, other than such disbursements that are made pursuant to those listed on Schedule II to the terms of this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Master Servicer shall not permit funds other than (xi) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt Collections on Pool Receivables and other Sold Assets and Seller Collateral and (yii) no more than 2.0% of such payments received shall Affiliate Collections, to be remitted to a deposited into any Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower shall use commercially reasonable efforts to ensure In the event that no any funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to out of the appropriate Person entitled to such fundsCollection Accounts. The Borrower will not, and will not permit the Servicer, Master Servicer shall provide such information with respect to Affiliate Collections deposited into any Originator or any other Person to commingle Collections or other funds to which Collection Account as reasonably requested by the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsAgent from time to time. The Borrower Master Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and each Ashland Sub-Servicer will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxAccount. The Borrower (or the Servicer on its behalf) and each Ashland Sub-Servicer will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer, each Ashland Sub-Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer, an Ashland Sub-Servicer or an Originator, it shall hold such payments in trust for the benefit of (or, to the extent the concept of a trust is not recognized in the relevant jurisdiction, on behalf of) the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer and each Ashland Sub-Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Servicer (or and/or the Servicer on its behalfrelevant Ashland Sub-Servicer) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer and each Ashland Sub-Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other fundsfunds unless agreed by the Administrative Agent in writing. The Borrower Servicer and each Ashland Sub-Servicer shall only add a Collection Account (or a related Lock-Box) Account, or a Collection Account Bank to those listed on Schedule II to this the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy the relevant Collection Account Declaration of an Trust and/or the relevant Collections Account Control Pledge Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer and/or each Ashland Sub-Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) Seller Collection Account with the prior written consent of the Administrative Agent. The Servicer and/or each Ashland Sub-Servicer will not and will not permit any amount to be withdrawn from a Collection Account or a Seller Collection Account that would cause either of them to become overdrawn, without the prior consent of the Purchasers.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, that prior to a Ratings Event, the Servicer will not be required to instruct Oxy Vinyls, LP to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, further that the Servicer shall remit any such payments on the Pool Receivables from Oxy Vinyls, LP into a Collection Account or a Lock-Box within two (2) Business Days after receipt of such payments. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Servicer shall use commercially reasonable efforts not instruct any Person other than the Obligors (and the Excluded Obligors to ensure that no the extent permitted pursuant to the proviso below) to deposit funds other than Collections on Pool Receivables and Receivables, other Collateral are deposited and remittances of funds for Excluded Receivables (subject to the proviso below) into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) shall instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Except as permitted by this Section, the Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds; provided, that, until the occurrence of a Ratings Event, such commingling shall be permitted solely with respect to remittance of funds for Excluded Receivables; provided further, that, upon the occurrence of a Ratings Event and request by the Majority Group Agents, the Servicer shall promptly upon (but in no event later than one (1) Business Day after) receipt of such request from the Majority Group Agents instruct the Borrower, such Originator or such Person to (x) transfer such funds related to the Excluded Receivables into an account other than a Collection Account, (y) no longer deposit any such funds into any such Collection Account and (z) instruct the Excluded Obligors to longer deposit any such funds into any such Collection Account. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator; provided that upon the consummation of the ProKarma Merger, the Borrower (or the Servicer on its behalf) will, and will cause the Originator into which ProKarma has merged, within ten (10) Business Days of the date of the ProKarma Merger, to instruct all Obligors in respect of Pool Receivables originated by ProKarma prior to the date of the ProKarma Merger to deliver payments on such Pool Receivables to a Collection Account. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections (other than any Excluded Amounts (for as long as no Event of Default has occurred), unless otherwise directed by the Administrative Agent acting at the direction of the Majority Group Agents) are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; providedprovided that with respect to Collections in the form of checks received from Physical Check Obligors received by the Servicer or an Originator, however, that such Servicer or Originator shall promptly (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one two (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (52) Business Days after becoming aware receipt) remit such funds into a Collection Account. For the avoidance doubt, upon the occurrence of such an Event of Default, any Excluded Amounts shall be promptly (but in any event within two (2) Business Days after receipt) be remitted into a Collection Account if so requested by the Administrative Agent acting at the direction of the Majority Group Agents. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Initial Funding Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Retitling Date, the GBG Account. The Borrower Such Originator shall remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Each Originator (or the Servicer on its behalf) willshall remit all collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) and CIT shall remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, and the Originators shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. Each Originator (or the Servicer on its behalf) will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Lenders Buyer (and the other Secured Parties Administrative Agent and the Purchasers as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Originators will enforce the terms of each applicable Account Control Agreement. Each Originator shall not permit funds other than (xi) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt Collections on Pool Receivables and other Support Assets and (yii) no more than 2.0% of such payments received shall Whitehall Funding Collections to be remitted to a Collection Account within five (5) Business Days after becoming aware of such receiptdeposited into the GBG Account. The Borrower Originators shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral Support Assets are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with GBG until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from such Originator’s indemnification obligations with respect to commingling. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, on and will cause each Originator to, at all timesafter the Initial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-Box. The Borrower (Box or directly to the Servicer or the Servicer on its behalf) applicable Originator. Each Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originatorssuch Originator. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the Borroweran Originator, the Servicer Company or an Originatorthe Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day . If at any time after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no the Closing Date funds other than Collections on Pool Receivables and other Collateral Related Rights are deposited into any Collection Account. If , such funds are nevertheless deposited into any Collection AccountOriginator will, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator Servicer or any other Person to to, commingle Collections or other funds to which the Company, the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower Originators shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower An Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Each Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Company.

Payments on Receivables, Collection Accounts. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections from Lease Receivable Collections and other property of the Master Servicer and the OriginatorsOriginators and (iii) to identify Lease Receivable Collections received from time to time and the Lease Receivable to which each portion of Lease Receivable Collections relate. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Master Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables Receivables, (ii) other Sold Assets and other Seller Collateral are and (iii) Lease Receivable Collections, to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Master Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other fundsfunds (other than the temporary commingling with Lease Receivable Collections on the terms set forth in this Agreement). The Borrower Master Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Seller and (ii) the transfer of Lease Receivable Collections out of the Collection Accounts. Notwithstanding anything to the contrary set forth in this Agreement or any other Facility Document: (i) within five Business Days of deposit of any Lease Receivable Collections into any Collection Account or a Lock-Box, the Master Servicer shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Lease Receivable Collections; (ii) the Master Servicer will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Lease Receivable Collections received from time to time and (b) segregate such Lease Receivable Collections from other property of the Master Servicer and the Originators; and (iii) on each Business Day, the Master Servicer shall provide such information with respect to Lease Receivable Collections deposited into each Collection Account (and any related Lock-Box) as reasonably requested by the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Servicer shall use commercially reasonable efforts not instruct any Person other than the Obligors (and the Excluded Obligors to ensure that no the extent permitted pursuant to the proviso below) to deposit funds other than Collections on Pool Receivables and Receivables, other Collateral are deposited and remittances of funds for Excluded Receivables (subject to the proviso below) into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) shall instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Except as permitted by this Section, the Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds; provided, that, until the occurrence of a Ratings Event, such commingling shall be permitted solely with respect to remittance of funds for Excluded Receivables (other than for any Excluded Receivables, the obligor of which is Oxy Vinyls, LP); provided further, that, upon the occurrence of a Ratings Event and request by the Majority Group Agents, the Servicer shall promptly upon (but in no event later than one (1) Business Day after) receipt of such request from the Majority Group Agents instruct the Borrower, such Originator or such Person to (x) transfer such funds related to the Excluded Receivables into an account other than a Collection Account, (y) no longer deposit any such funds into any such Collection Account and (z) instruct the Excluded Obligors to longer deposit any such funds into any such Collection Account. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. (i) Section 13.03(i) of the Original Receivables Financing Agreement is hereby amended by deleting such subsection in its entirety and replacing it with the following:

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent., which consent shall not be unreasonably withheld, conditioned or delayed. Upon receipt from any Collection Account Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a different Collection

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, outside of a Collection Account or a Lock-Box, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt thereof by an electronic payment and within four (4) Business Days after receipt thereof by check payment) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Seller shall use commercially reasonable efforts not deposit or direct any Person to ensure that no deposit any funds other than Collections on Pool Receivables and or other Collateral are deposited Supporting Assets into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and after receipt thereof transfer such funds to the appropriate account or Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds, except as provided or permitted herein (including in Section 3.01) or in the other Transaction Documents. The Borrower shall Seller may, from time to time, only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this AgreementII, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment 127256974\V-8 thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account BankBank with respect to such Collection Account. The Borrower shall Seller may, from time to time, only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller. The Seller may update the information with respect to any existing Collection Account (or a related Lock-Box) or a Collection Account Bank then listed on Schedule II, if the Administrative Agent has received notice of such update and given its prior written consent (not to be unreasonably withheld, conditioned or delayed).

Payments on Receivables, Collection Accounts. The Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account Account, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Borrower (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The If the Approved Account Conditions are not then satisfied, each Borrower (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Each Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a cause each Collection Account Bank to those listed on Schedule II to this Agreement, if comply with the Administrative Agent has received notice terms of such addition and an executed and acknowledged copy of an each applicable Account Control Agreement (or an amendment thereto) from the applicable Collection Account BankAgreement. The Borrower Borrowers shall only terminate a not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account Bank Account. If any Affiliate Collections or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.any other funds that do not constitute Collections on Pool

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. The Borrower Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one Bank to comply with the terms of each applicable Account Control Agreement. The Seller shall not permit funds other than (1i) Business Day after becoming aware of such receipt Collections on Pool Receivables and other Support Assets and (yii) no more than 2.0% of such payments received shall Whitehall Funding Collections to be remitted to a Collection Account within five (5) Business Days after becoming aware of such receiptdeposited into the GBG Account. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller. (ii) The Seller shall not (and shall not permit the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (A) prior written notice of such addition, termination or change and (B) a signed and acknowledged Account Control Agreement (or amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box), and the Administrative Agent shall have consented to such change in writing.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. The Borrower Such Originator shall remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Each Originator (or the Servicer on its behalf) willshall remit all collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. Each Originator (or the Servicer on its behalf) and CIT shall remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Originators shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. Each Originator (or the Servicer on its behalf) will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Lenders Buyer (and the other Secured Parties Administrative Agent and the Purchasers as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) so long as each of the HSBC Exception Account Conditions are then satisfied, no less than 98.0% of such payments Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account within one unless requested by the Administrative Agent in writing. The Originators will enforce the terms of each applicable Account Control Agreement. Each Originator shall not permit funds other than (1i) Business Day after becoming aware of such receipt Collections on Pool Receivables and other Support Assets and (yii) no more than 2.0% of such payments received shall Whitehall Funding Collections to be remitted to a Collection Account within five (5) Business Days after becoming aware of such receiptdeposited into the GBG Account. The Borrower Originators shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral Support Assets are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with GBG until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from such Originator’s indemnification obligations with respect to commingling. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware receipt) remit such funds into a Collection Account. (ii) The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of such receipt each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) no more than 2.0% of such payments received any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be remitted subject to a Collection Account within five (5Section 8.01(dd) Business Days after becoming aware of such receipt. The Borrower and Section 8.02(j), the Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Xxxxx’x, the Seller shall use commercially reasonable efforts to cause all such funds are nevertheless not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Borrower request of the Administrative Agent. The Seller (or the Servicer on its behalf) will shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. funds except as set forth herein. (iii) The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.a

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxLock‑Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) Lock‑Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-BoxLock‑Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon receipt from any Collection Account Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, the Servicer will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a different Collection Account or a Lock‑Box that is subject to an Account Control Agreement that has not been terminated (or that the applicable Collection Account Bank does not intend to terminate).

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no enforce each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Closing Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections from Lease Receivable Collections and other property of the Master Servicer and the OriginatorsOriginators and (iii) to identify Lease Receivable Collections received from time to time and the Lease Receivable to which each portion of Lease Receivable Collections relate. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Master Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipteach applicable Control Agreement. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables Receivables, (ii) other Sold Assets and other Seller Collateral are and (iii) Lease Receivable Collections, to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Master Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other fundsfunds (other than the temporary commingling with Lease Receivable Collections on the terms set forth in this Agreement). The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Seller and (ii) the transfer of Lease Receivable Collections out of the Collection Accounts. Notwithstanding anything to the contrary set forth in this Agreement or any other Facility Document: (i) within five Business Days of deposit of any Lease Receivable Collections into any Collection Account (or the related Lock-Box), the Seller (or the Master Servicer on its behalf) shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Lease Receivable Collections; (ii) the Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Lease Receivable Collections received from time to time and (b) segregate such Lease Receivable Collections from other property of the Master Servicer and the Originators; and (iii) on each Business Day, the Seller (or the Master Servicer on its behalf) shall provide such information with respect to Lease Receivable Collections deposited into each Collection Account (and any related Lock-Box) as reasonably requested by the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Master Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and (ii) other Collateral are Sold Assets and Seller Collateral, to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Master Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Master Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Each Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box. The Each Servicer shall cause any Collections received in the Settlement Account to be swept within one (1) Business Day to a Collection Account pursuant to standing instructions to the Settlement Agent; provided that the Administrative Agent, upon written notice to the Servicer, may require the Borrower (to establish one or more Collection Accounts at PNC and sweep all Collections received in the Settlement Accounts to such Collection Account(s) maintained at PNC. Each Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the each Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the a Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. Each Servicer will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control. The Borrower Each Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless ; provided, that the Servicer may permit proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables to be deposited into any Collection Account, Lock-Box Accounts so long as each of the Borrower following conditions are met: (or i) the Servicer shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on its behalfdeposit in the Collection Accounts, (ii) will the Servicer shall remove any such proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.receipt thereof,

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and each Sub-Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and each Sub-Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originators and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer Servicer, a Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower shall not permit (x) at any time prior to the Cease Commingling Date, funds other than Collections on Pool Receivables and other Collateral are in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days the Required De-Commingling Period, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Sub-Originator, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or Servicer will at all times ensure that only payments and Collections with respect to Pledged Receivables and the other Pledged Collateral are deposited into the Pledgor Collection Account. The Servicer on its behalf) will, and will cause each Originator and the Pledgor to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Pledgor, and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer Servicer, the Pledgor, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and funds into a Collection Account. (yii) no more than 2.0% of such payments received Except with respect to any Excluded Collection Account which shall be remitted subject to a Collection Account within five (5Section 8.01(dd) Business Days after becoming aware of such receipt. The Borrower and Section 8.02(j), the Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Xxxxx’x, the Servicer shall use commercially reasonable efforts to cause all such funds are nevertheless not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Borrower (or request of the Administrative Agent. The Servicer shall identify and transfer any funds not representing Collections on its behalf) will Pool Receivables and other Sold Assets and Seller Collateral deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Borrower Servicer will not, and will not permit the ServicerSeller, the Pledgor, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. funds except as set forth herein. (iii) The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool 60 Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Except as contemplated by Section 4.01(a), the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account Account, a Mail-Box or a Lock-BoxBox or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. The Borrower Servicer will promptly (or but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, the Servicer on its behalfwill promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). The Servicer will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. The Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the a Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower Servicer will enforce the terms of each applicable Account Control Agreement. The Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and other Collateral are and (ii) Affiliate Collections, to be deposited into any Collection Account. If such any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the Servicerany Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than commingling of Affiliate Collections in any Collection Account. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), the Servicer shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) the Servicer will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Servicer shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by any Borrower) from time to time identified to such obligor; and (iv) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Servicer shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box); and(v) either (x) promptly (but in any event within the time period designated by the Administrative Agent in its sole discretion) following the deposit of any Subject Obligor Collections into any Approved Account, the Servicer shall cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections) or (y) within 30 days following the occurrence of such Event of Default or Ratings Event (or such longer period as consented to in writing by the Administrative Agent in its sole discretion), cause each Approved Account to be covered by an Account Control Agreement.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to (x) deliver payments on any Government-Pay Health Care Receivables to the Sweep Account of the Originator that originated such Receivable and (y) deliver payments on all other Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower (i) shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If such funds are nevertheless deposited into any Sweep Account or Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Sweep Account or Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and and, in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Borrower shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at for the account of the Borrower or, with respect to a Collection Account, at the direction of the Borrower. Upon the request of the Administrative Agent at any time that a Daily Reporting Period, Unmatured Event of Default or Event of Default is then continuing, the Borrower shall identify and segregate any Collections on Ineligible Dexcom Receivables apart from other Collections within two (2) Business Days of receipt of such Collections on Ineligible Dexcom Receivables.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originators and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer Servicer, a Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Servicer shall not permit (x) no less than 98.0% of such payments received shall be remitted at any time prior to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no the Cease Commingling Date, funds other than Collections on Pool Receivables and other Collateral are in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days the Required De-Commingling Period identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Sub-Originator, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of such receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that each Collection Account within five (5) Business Days after becoming aware Bank complies with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Commencing on the date that is 30 days following the Closing Date, the Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower SPE (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower SPE (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the Originators; provided that, segregation of Collections from any Excluded Collections shall not be required unless an Event of Default or Ratings Event shall have occurred and is continuing and segregation has been required by the Administrative Agent under this Agreement. If any payments on the Pool Receivables or other Collections are received by the BorrowerSPE (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Purchaser/Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall SPE (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no enforce each applicable Account Control Agreement. At all times after the Closing Date, except with respect to any Excluded Collections, the SPE shall not permit funds other than Collections on Pool Receivables and other Collateral are Supporting Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower SPE (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower SPE will not, and will not permit the Servicer, any Originator or any other Person to commingle in any Collection Account Collections or other funds to which the Administrative Agent, any Purchaser/Lender or any other Secured Party is entitled, with any other fundsfunds other than Excluded Collections. The Borrower SPE shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower SPE shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary set forth above, if an Event of Default or Ratings Event has occurred and is continuing, upon the request of the Administrative Agent: (i) within five (5) Business Days of the deposit of any Excluded Collections into any Collection Account (or a related Lock-Box), the SPE (or the Servicer on its behalf) shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Excluded Collections; (ii) the SPE (or the Servicer on its behalf) shall promptly upon the occurrence of an Event of Default or a Ratings Event instruct the obligor of each Affiliate Receivable and each Excluded Receivable to cease remitting payments with respect to all Affiliate Receivables and all Excluded Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the SPE) from time to time identified to such obligor; and (iii) the SPE shall take commercially reasonable efforts to cause Excluded Collections not to be deposited into any Lock-Box or Collection Account.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware receipt) remit such funds into a Collection Account. (ii) The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of such receipt each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) no more than 2.0% of such payments received any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be remitted subject to a Collection Account within five (5Section 8.01(dd) Business Days after becoming aware of such receipt. The Borrower and Section 8.02(j), the Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Moody’s, the Seller shall use commercially reasonable efforts to cause all such funds are nevertheless not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Borrower request of the Administrative Agent. The Seller (or the Servicer on its behalf) will shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. commingle (iii) The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of such receipt receipt) remit such funds into a Collection Account. The Servicer shall instruct (i) all obligors on Excluded Receivables and (yii) no more than 2.0% all payors of such amounts owing to the Originators or their Affiliates (which do not constitute Pool Receivables or other Collateral), in each case, to remit payments received shall be remitted with respect thereto to any bank account or other location that does not constitute a Collection Account within five (5) Business Days after becoming aware of such receiptor a Lock-Box. The Borrower Servicer shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Commencing on the date that is 30 days following the Closing Date, the Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account Account, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Borrower (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The If the Approved Account Conditions are not then satisfied, each Borrower (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . Each Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Borrowers shall use commercially reasonable efforts to ensure that no not permit funds other than (i) Collections on Pool Receivables and other Collateral are and (ii) Affiliate Collections, to be deposited into any Collection Account. If such any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Borrower Borrowers (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Borrowers will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds other than commingling of Affiliate Collections in any Collection Account. The Borrower Borrowers shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Borrowers shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. Each Borrower shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), the Borrowers (or the Servicer on its behalf) shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) the Borrowers (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Borrowers (or the Servicer on its behalf) shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Borrower) from time to time identified to such obligor; and (iv) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Borrowers (or the Servicer on its behalf) shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box); and(v) either (x) promptly (but in any event within the time period designated by the Administrative Agent) following the deposit of any Subject Obligor Collections into any Approved Account, the Borrowers (or the Servicer on its behalf) shall cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections) or (y) within 30 days following the occurrence of such Event of Default or Ratings Event (or such longer period as consented to in writing by the Administrative Agent in its sole discretion), cause each Approved Account to be covered by an Account Control Agreement.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower, or, subject to Section 7.01(y)(iii), each Canadian Originator, shall use commercially reasonable efforts not instruct any Person other than the Obligors (and the Excluded Obligors to ensure that no the extent permitted pursuant to the proviso below) to deposit funds other than Collections on Pool Receivables and Receivables, other Collateral are deposited and remittances of funds for Excluded Receivables (subject to the proviso below) into any its respective Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) ), or, subject to Section 7.01(y)(iii), each Canadian Originator, will within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) shall instruct such Person to no longer deposit any such funds into any such Collection Account. The Except as permitted by this Section, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds; provided, that, with respect to any Excluded Receivables, the Originator of which is Xxxx Russellville and the Obligor of which is The Dow Chemical Company or any Affiliate thereof (the “Xxxx Russellville-Dow Excluded Receivables”), which Excluded Receivables are originated on or before February 12, 2021, or such later date as may be consented to by the Majority Group Agents, such commingling shall be permitted solely with respect to remittance of funds for such Xxxx Russellville-Dow Excluded Receivables; provided, further, that with respect to any Xxxx Russellville-Dow Excluded Receivables, after February 12, 2021, or such later date as it may be consented to by the Majority Group Agents, the Borrower shall instruct the Servicer, such Originator or such Person to (x) transfer such funds related to the Xxxx Russellville-Dow Excluded Receivables into an account other than a Collection Account, (y) no longer deposit any such funds into any such Collection Account and (z) instruct the related Excluded Obligor to no longer deposit any such funds into any such Collection Account. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this AgreementII, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer Originators and the Originatorsany other Person. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer such Originator in any manner other than directly in a Collection Account or an OriginatorLock-Box, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Lenders Purchasers and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received . Such Originator shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Each Originator will not, and will not permit the Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Each Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Each Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originatorsany Originator. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an any Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchaser and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Master Servicer shall use commercially reasonable efforts not to ensure that no permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Master Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Master Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent Purchaser has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Purchaser from the applicable Collection Account Bank. The Borrower Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative AgentPurchaser.

Payments on Receivables, Collection Accounts. The Borrower (or the each Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box. The Borrower shall cause any Collections received in the Settlement Account to be swept within one (1) Business Day to a Collection Account pursuant to standing instructions to the Settlement Agent; provided that the Administrative Agent, upon written notice to the Borrower, may require the Borrower to establish one or more Collection Accounts at PNC and sweep all Collections received in the Settlement Accounts to such Collection Account(s) maintained at PNC. The Borrower (or the each Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the each Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the a Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower (or each Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account; provided, that the Borrower may permit proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables to be deposited into Lock-Box Accounts so long as each of the following conditions are met: (i) the Borrower shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on deposit in the Collection Accounts, (ii) the Servicer shall remove any such proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days of receipt thereof, (iii) if proceeds of Subscriber Receivables in excess of $10,000,000 are deposited in the Collection Accounts in any calendar month, within 10 Business Days of PNC’s written request therefor, the Borrower (or Servicer on its behalf) shall direct (and use commercially reasonable efforts to cause) account debtors with respect to Subscriber Receivables to deposit the proceeds thereof in deposit accounts other than the Collection Accounts and (iv) no account debtors with respect to AirCentre Receivables may be directed to deposit proceeds thereof to any Collection Account after February 28, 2024, other than account debtors who have not yet consented to the assignment of their related customer contract to the purchaser of the related business, it being understood that the applicable Originators are working in good faith pursuant to their obligations to such purchaser to obtain such consents from such account debtors. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the U.S. Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Closing Date, the Borrower will not, and will not permit the each Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds except as set forth elsewhere in this Section 7.01(h). The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the Originators; provided that, segregation of Collections from any Excluded Collections shall not be required unless an Event of Default or Ratings Event shall have occurred and segregation has been required by the Administrative Agent under this Agreement. If any payments on the Pool Receivables or other Collections are received by the BorrowerSPE (other than the Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Purchaser/Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall Servicer will use commercially reasonable efforts to ensure that no enforce each applicable Account Control Agreement. At all times after the Closing Date, except with respect to any Excluded Collections, the Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral are Supporting Assets to be deposited into any Collection Account. The Servicer will not, and will not permit the SPE, any Originator or any other Person to commingle in any Collection Account Collections or other funds to which the Administrative Agent, any Purchaser/Lender or any other Secured Party is entitled, with other funds other than Excluded Collections. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will notAt all times after the Closing Date, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary set forth above, if an Event of Default or Ratings Event has occurred and is continuing, upon the request of the Administrative Agent: (i) within five (5) Business Days of the deposit of any Excluded Collections into any Collection Account (or a Lock-Box), the Servicer shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Excluded Collections; (ii) the Servicer shall promptly upon the occurrence of an Event of Default or a Ratings Event instruct the obligor of each Affiliate Receivable and each Excluded Receivable to cease remitting payments with respect to all Affiliate Receivables and all Excluded Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any account owned by the SPE) from time to time identified to such obligor; and (iii) the Servicer shall take commercially reasonable efforts to cause Excluded Collections not to be deposited into any Lock-Box or Collection Account.

Payments on Receivables, Collection Accounts. The Borrower Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (originated by such Originator) to a Collection Account or a Lock-Box; provided, that, with respect to any Receivables, the Originator of which is FCX (the “FCX Receivables”), up to five percent (5%) of payments related to such FCX Receivables may be remitted into an account that is not a Collection Account; provided, further, that upon notice by the Buyer or the Servicer to FCX that such remittance into an account that is not a Collection Account shall no longer be permitted, FCX shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) (or instruct the Servicer or such Sub-Servicer to) (x) transfer the funds related to the FCX Receivables that are on deposit in an account other than a Collection Account into a Collection Account, (y) no longer deposit such funds into an account other than a Collection Account and (z) instruct the related obligors to deposit any such funds into a Collection Account. The Borrower Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables originated by such Originator and to segregate such Collections from other property of the Servicer Servicer, the Sub-Servicers and the other Originators. If any payments on the such Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptsubject to the proviso above). The Borrower Such Originator shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are and remittances of funds for Subject Receivables (subject to the proviso below) to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower such Originator (or the Servicer or Sub-Servicer on its behalf) will shall within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Borrower Such Originator will not, and will not permit the Servicer, any Sub-Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, entitled with any other funds. The Borrower ; provided, that, up to twenty percent (20%) of monthly cash receipts will be permitted to be related to the Subject Receivables; provided, further that, upon notice by the Buyer or the Servicer to the related Subject Originator that such commingling shall only add no longer be permitted, such Subject Originator shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) instruct such other Person to (x) transfer such funds related to the Subject Receivables into an account other than a Collection Account Account, (or a related Lock-Boxy) or a no longer deposit such funds into any Collection Account Bank and (z) instruct the related obligors to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of no longer deposit any such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable funds into any such Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative AgentAccount.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it each of the Seller and the Master Servicer shall, and shall cause such Originator to, hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller shall not permit funds other than (xi) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt Collections on Pool Receivables and other Sold Assets and Seller Collateral and (yii) no more than 2.0% of such payments received shall Affiliate Collections, to be remitted to a deposited into any Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower shall use commercially reasonable efforts to ensure In the event that no any funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to out of the appropriate Person entitled to such fundsCollection Accounts. The Borrower will not, and will not permit Seller (or the Servicer, Master Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into any Originator or any other Person to commingle Collections or other funds to which Collection Account as reasonably requested by the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsAgent from time to time. The Borrower Seller (or the Master Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Control Agreement. The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (Prior to the Initial Funding Date, the Servicer will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. If at any time after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into , except in connection with any Collection AccountPermitted Commingling (and for the avoidance of doubt, only so long as, the Borrower (or Administrative Agent has not provided notice that Permitted Commingling is no longer allowed as set forth below), the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds, except for any Permitted Commingling. The Borrower At any time upon notice from the Administrative Agent (at the direction of the Majority Group Agents), the Administrative Agent (at the direction of the Majority Group Agents) may no longer allow Permitted Commingling and within 30 days of receipt of such notice the Servicer shall instruct all obligors on accounts receivable originated by Webhelp Americas LLC, Webhelp USA LLC and/or Webhelp California, Inc. to deliver payments on such accounts receivable into an account which is not a Collection Account. At all times after the Initial Funding Date, the Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made (i) in accordance with this clause (f) or (ii) at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock---Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.is

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, that prior to a Ratings Event, Xxxx Sunbelt, Inc. will not be required to instruct Oxy Vinyls, LP to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, further that the Borrower (or the Servicer on its behalf) shall remit any such payments on the Pool Receivables from Oxy Vinyls, LP into a Collection Account or a Lock-Box within two (2) Business Days after receipt of such payments. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower shall use commercially reasonable efforts not instruct any Person other than the Obligors (and the Excluded Obligors to ensure that no the extent permitted pursuant to the proviso below) to deposit funds other than Collections on Pool Receivables and Receivables, other Collateral are deposited and remittances of funds for Excluded Receivables (subject to the proviso below) into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) shall instruct such Person to no longer deposit any such funds into any such Collection Account. The Except as permitted by this Section, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds; provided, that, until the occurrence of a Ratings Event, such commingling shall be permitted solely with respect to remittance of funds for Excluded Receivables; provided further, that, upon the occurrence of a Ratings Event and request by the Majority Group Agents, the Borrower shall promptly upon (but in no event later than one (1) Business Day after) receipt of such request from the Majority Group Agents instruct the Servicer, such Originator or such Person to (x) transfer such funds related to the Excluded Receivables into an account other than a Collection Account, (y) no longer deposit any such funds into any such Collection Account and (z) instruct the Excluded Obligors to longer deposit any such funds into any such Collection Account. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each any Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Master Servicer on its behalf) will, and will cause each any Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originatorsany Originator. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an any Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchaser and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after becoming aware of receipt) remit such receipt and (y) no more than 2.0% of such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after becoming aware of such receiptAccount. The Borrower Seller (or the Master Servicer on its behalf) will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Control Agreement. The Seller shall use commercially reasonable efforts not to ensure that no permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Master Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent Purchaser has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Purchaser from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative AgentPurchaser. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. The Borrower (or the Servicer on its behalf) willshall, and will shall cause each Originator to, remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Without the prior written consent of the Administrative Agent, the Servicer shall not terminate or change any standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Xxxxx Exception Account or HSBC Exception Account to a Collection Account. The Servicer shall, and shall cause each Originator to, remit all Collections received in a Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer shall, and shall cause each Originator to, remit all Collections received in a HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof.; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Servicer shall, and shall cause each Originator and CIT to, remit all Collections received in a CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) so long as each of the HSBC Exception Account Conditions are then satisfied, no less than 98.0% of such payments Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account within one unless requested by the Administrative Agent in writing. The Servicer will enforce the terms of each applicable Account Control Agreement. The Servicer shall not permit funds other than (1i) Business Day after becoming aware of such receipt Collections on Pool Receivables and other Support Assets and (yii) no more than 2.0% of such payments received shall Whitehall Funding Collections to be remitted to a Collection Account within five (5) Business Days after becoming aware of such receiptdeposited into the GBG Account. The Borrower Servicer shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Servicer’s indemnification obligations with respect to commingling pursuant to Section 12.02. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller. (ii) The Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (or an amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box) and the Administrative Agent shall have consented to such change in writing.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxAccount. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of (or, to the extent the concept of trust is not recognized in the relevant jurisdiction, on behalf of) the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a the relevant Collection Account within five (5) Business Days after becoming aware Declaration of such receiptTrust and/or the relevant Collections Account Pledge Agreement. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other fundsfunds unless agreed by the Administrative Agent in writing. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to deposit funds into a Collection Account from a Sanctioned Person. The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an the relevant Collection Account Control Declaration of Trust and/or the relevant Collection Account Pledge Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) Seller Collection Account with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account or Seller Collection Account, other than such disbursements that are required pursuant to the terms of the Transaction. The Seller will not and will not permit any amount to be withdrawn from a Collection Account or a Seller Collection Account that would cause either of them to become overdrawn, without the prior consent of the Purchasers.

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections Collections, unless otherwise directed by the Administrative Agent acting at the direction of the Majority Group Agents) are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; providedprovided that with respect to Collections in the form of checks received from Physical Check Obligors received by the Servicer or an Originator, however, that such Servicer or Originator shall promptly (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one two (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (52) Business Days after becoming aware of receipt) remit such receiptfunds into a Collection Account. The Borrower shall (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that no cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral are to be deposited into any Collection Account, except in connection with any Permitted Commingling (and for the avoidance of doubt, only so long as, the Administrative Agent has not provided notice that Permitted Commingling is no longer allowed as set forth below). If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Initial Funding Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds, except for any Permitted Commingling. At any time upon notice from the Administrative Agent (at the direction of the Majority Group Agents), the Administrative Agent (at the direction of the Majority Group Agents) may no longer allow Permitted Commingling and, within 30 days of receipt of such notice, the Borrower shall (or shall cause the Servicer to) instruct all obligors on accounts receivable originated by Webhelp Americas LLC, Webhelp USA LLC and/or Webhelp California, Inc. to deliver payments on such accounts receivable into an account which is not a Collection Account. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and Originator will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxAccount. The Borrower (or the Servicer on its behalf) Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections are received by the BorrowerOriginator, the Servicer Company or an Originatorthe Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt and identification) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall Originator will use commercially reasonable efforts to ensure that no each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Company shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) Originator will within two (2) Business Days identify and of identification, transfer such funds to the appropriate Person entitled to such funds. The Borrower Originator will not, and will not permit the Servicer, any Originator Servicer or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds, except pursuant to the terms of the applicable Credit and Collection Policy. The Borrower Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Each Collection Account constitutes a “deposit account” within the meaning of the UCC. The Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Company.

Payments on Receivables, Collection Accounts. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after becoming aware Bank to comply with the terms of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after becoming aware of such receiptControl Agreement. The Borrower Seller shall use commercially reasonable efforts not deposit or direct any Person to ensure that no deposit any funds other than Collections on Pool Receivables and other Collateral are Supporting Assets (or funds returned to the applicable account in respect of returned checks, chargebacks for insufficient funds and similar customary settlement items) to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. The Borrower Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof.; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Xxxxx Exception Account or HSBC Exception Account to a Collection Account. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) so long as each of the HSBC Exception Account Conditions are then satisfied, no less than 98.0% of such payments Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account within one unless requested by the Administrative Agent in writing. The Seller (1or the Servicer on its behalf) Business Day after becoming aware will cause each Collection Account Bank to comply with the terms of such receipt each applicable Account Control Agreement. The Seller shall not permit funds other than (i) Collections on Pool Receivables and other Support Assets and (yii) no more than 2.0% of such payments received shall Whitehall Funding Collections to be remitted to a Collection Account within five (5) Business Days after becoming aware of such receiptdeposited into the GBG Account. The Borrower Seller shall use commercially reasonable efforts to ensure that no not permit funds other than Collections on Pool Receivables and other Collateral are Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Borrower Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller. (ii) The Seller shall not (and shall not permit the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (A) prior written notice of such addition, termination or change and (B) a signed and acknowledged Account Control Agreement (or amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box), and the Administrative Agent shall have consented to such change in writing.

Payments on Receivables, Collection Accounts. The Borrower Each SPV Entity (or the a Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Each SPV Entity (or the a Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicers and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrowersuch SPV Entity, a Servicer, the Servicer Aggregator or an Originator, it (i) each such party shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties Parties, and (ii)(A) with respect to funds being remitted to an account other than the Foreign Originator Accounts, each such party will promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that and (xB) no less than 98.0% of such payments received shall be with respect to funds being remitted to a Foreign Originator Account, the UK Originator, a Swiss Originator or a Canadian Originator, as applicable, shall sweep all Collections corresponding to Eligible Receivables to the applicable Collection Account within promptly but in any event no later than one week after receipt. Each SPV Entity (1or a Servicer on its behalf) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a will cause each Collection Account within five (5) Business Days after becoming aware Bank to comply with the terms of such receipteach applicable Account Control Agreement. The Borrower No SPV Entity and no Servicer shall use commercially reasonable efforts to ensure that no permit funds other than Collections on Pool Receivables and other Collateral are Supporting Assets to be deposited into any Collection Account. If such any funds that are nevertheless not Collections on Pool Receivables or other Supporting Assets are deposited into any Collection Account, the Borrower such SPV Entity (or the a Servicer on its behalf) will within two (2) Business Days of an SPV Entity or Servicer obtaining knowledge thereof and, in any case, not later than one week after receipt thereof, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower No SPV Entity will, or will not, and will not permit the any Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds, except as expressly permitted hereby. Each SPV Entity, the UK Servicer, the Swiss Servicer and the Canadian Servicer shall use commercially reasonable efforts to ensure that on and after each Post-Closing Foreign Originator Account Compliance Date, all Collections with respect to each Receivable for which a Foreign Obligor Consent was obtained are being paid directly to a Collection Account and not paid to a Foreign Originator Account or any other deposit account. If for any reason, on and after a Post-Closing Foreign Originator Account Compliance Date, such Collections are received in a Foreign Originator Account and not received in a Collection Account during any Fiscal Month, then the Administrative Agent (in its sole discretion) may by written notice to the SPV Entities, the UK Servicer, the Swiss Servicer and the Canadian Servicer, as applicable, deem such Receivables for which a Foreign Obligor Consent was obtained and for which any or all Obligors made such payments into a Foreign Originator Account (or an associated Lock-box) and not a Collection Account during such Fiscal Month to not constitute Eligible Receivables, and such Receivables shall not constitute Eligible Receivables for any purpose of the Transaction Documents. The Borrower SPV Entities shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower SPV Entities shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Each SPV Entity shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of such SPV Entity.