Common use of The Collection Account Clause in Contracts

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain the Collection Account for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating the Disbursement Account and the Reserve Accounts, sub-accounts of the Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate Accounts. The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall be established and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event that the Paying Agent ceases to be a Qualified Institution, the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower Representative, subject to the lien of the Administrative Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any Borrower or any other Person, payable to the order of any Borrower or specially indorsed to any Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Administrative Agent as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto to the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the Borrowers. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers or any other Person. Any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representative, subject to Section 2.06(e) and Section 6.13. (h) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (i) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Datedate hereof, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis [***]. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-8- 501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative AgentLender, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent Lender as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative AgentLender; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative AgentLender, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable;; [***] Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event Servicer (on behalf of Default exists to the Borrower Representative, Borrower) and the Lender at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative AgentLender, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent Lender directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Lender hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from Borrower or by the Collection Account, Disbursement Account and Reserve AccountsServicer. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent Lender (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative AgentLender, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Lender, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit I hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Lender, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative AgentLender, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative AgentLender, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis [***]. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Program Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Program Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Program Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Program Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Servicer (on behalf of the Borrower) and the Program Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Program Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities [***] Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the BorrowersBorrower or by the Servicer. The Borrowers Neither the Servicer nor the Borrower shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Program Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain the Collection Account for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating the Disbursement Account and the Reserve Accounts, sub-accounts of the Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate Accounts. The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall be established and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event that the Paying Agent ceases to be a Qualified Institution, the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower Representative, subject to the lien of the Administrative AgentServicer, for the benefit of the Secured PartiesCertificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Securities Intermediary Collection Account shall treat the Administrative Agent as be under the “entitlement holdercontrol” (within the meaning of Section Sections 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms 106 and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any Borrower or any other Person, payable to the order of any Borrower or specially indorsed to any Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Administrative Agent as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto to the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the Borrowers. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCCUCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), originated by the Administrative Agent, Servicer shall have the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers or any other Person. Any cash received into revocable power to withdraw funds from the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representative, subject to Section 2.06(e) and Section 6.13. (h) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (i) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC)carrying out its duties hereunder. (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain the Collection Account for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating the Disbursement Account and the Reserve Accounts, sub-accounts of the Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate Accounts. The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall be established and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event that the Paying Agent ceases to be a Qualified Institution, the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower Representative, subject to the lien of the Administrative AgentServicer, for the benefit of the Secured PartiesCertificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non- interest bearing segregated account (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least "Baa3" by Moody's and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody's and Standard & Poor's of "P-1" and "A- 1+," respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody's of at least "Aa2" and from Standard & Poor's of "AAA" in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a "Qualified Institution"); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Securities Intermediary Collection Account shall treat be under the Administrative Agent as the “entitlement holder” "control" (within the meaning of Section Sections 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms 106 and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any Borrower or any other Person, payable to the order of any Borrower or specially indorsed to any Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Administrative Agent as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto to the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the Borrowers. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCCUCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), originated by the Administrative Agent, Servicer shall have the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers or any other Person. Any cash received into revocable power to withdraw funds from the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representative, subject to Section 2.06(e) and Section 6.13. (h) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (i) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC)carrying out its duties hereunder. (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain a segregated account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall be established and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. Xxxxx Fargo, as initial Paying Agent, hereby confirms that the account number of the Collection Account is 00000000. In the event that the Paying Agent ceases to be a Qualified Institution, the Administrative Agent Borrower shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Servicer (on behalf of the Borrower) and the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.16(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the BorrowersBorrower or by the Servicer. The Borrowers Borrower shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Administrative Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit M hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Administrative Agent, on behalf of the Secured Parties, with respect to the Collection Account and the disposition of funds in the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. Notwithstanding the foregoing, promptly following receipt by the Administrative Agent of a written notice from the Servicer identifying amounts on deposit in the Collection Account as constituting Miscellaneous Payments, the Administrative Agent will issue an Entitlement Order to the Securities Intermediary to release such Miscellaneous Payments to the Servicer. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to The Servicer, for the Closing Date, benefit of the Paying Agent shall establish (or Administrative Agent, at its optionCertificateholders, shall establish or in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be establishedestablished and maintained, (i) in a segregated trust account with the corporate trust department of a depositary institution or trust company (which may include the Trustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia which has a long-term unsecured debt rating of at least Baa3 by Moody's and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Standard & Poor's of at least A-1+ and P-1 from Moody's of at least P-1 in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Standard & Poor's of AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, or (ii) with a depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a "Qualified Institution"). If, at any time, the institution holding the Collection Account ceases to be a Qualified Institution, the Transferor shall thereafter maintain direct the Servicer to establish within ten Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the "Collection Account." The Servicer shall give written notice to the Trustee of the location and account number of the Collection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.1(b), the Servicer shall have the power revocable by the Trustee to withdraw funds from the Collection Account for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating the Disbursement Account and the Reserve Accounts, sub-accounts of the Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate Accounts. The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accountscarrying out its duties hereunder. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall be established and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event that the Paying Agent ceases to be a Qualified Institution, the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower Representative, subject to the lien of the Administrative Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any Borrower or any other Person, payable to the order of any Borrower or specially indorsed to any Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts to which financial assets are or may be credited, Trustee and the Securities Intermediary shallTrustee shall possess all right, subject to the terms of this Agreement, treat the Administrative Agent as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of title and interest in all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto to the Administrative Agent and, upon Borrower Representative’s request funds from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the Borrowers. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers or any other Person. Any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representative, subject to Section 2.06(e) and Section 6.13. (h) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (i) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoeveraccount.

The Collection Account. (a) On or prior to The Servicer, for the Closing Date, benefit of the Paying Agent shall establish (or Administrative Agent, at its optionCertificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, a non-interest-bearing segregated account (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, or shall cause such Collection Account to be establishedestablished and maintained, with an office or branch of (i) and shall thereafter maintain the Collection Account for the purpose of receiving Collections. The Paying Agent shall also establishServicer, for purposes of creating the Disbursement Account and the Reserve Accounts, sub-accounts of the Collection Account (ii) a depository institution or trust company (which may be ledger include the Trustee or book entry accounts and not actual accounts) or separate Accounts. The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that an Affiliate of the Borrower Representative and the Borrower Representative (and other applicable BorrowersServicer) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be organized under the sole dominion and control laws of the Administrative Agent. All costs United States of America or any one of the states thereof or the District of Columbia and expenses of establishing and maintaining the Collection Accountwith deposit insurance provided by BIF or SAIF; provided, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Accounthowever, Disbursement Account and Reserve Accounts shall be established and that at all times maintained with the Paying Agent certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody's and Standard & Poor's of not less than "P-1" and "A-1," respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody's of not less than "Aa3" and from Standard & Poor's of not less than "AA" in the case of the long-term unsecured debt obligations, or (iii) a depository institution, which shall act may include the Servicer or the Trustee, which is acceptable to each Rating Agency, as evidenced by a “securities intermediary” letter from such Rating Agency (as defined to an institution described in Section 8-102 clause (ii) or (iii), a "Qualified Institution"); provided, further, that upon the failure of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event that the Paying Agent ceases Servicer to be a Qualified Institution, the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution Collection Account shall not be permitted to be maintained with the successor Paying Agent and establish a new Servicer. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower Representative, subject to the lien of the Administrative Agent, for the benefit purposes of the Secured Partiescarrying out its duties hereunder. The Securities Intermediary shall treat the Administrative Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited Servicer is hereby authorized to withdraw from the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall Account any funds not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any Borrower or any other Person, payable to the order of any Borrower or specially indorsed to any Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to required by this Agreement for deposit to be deposited into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Administrative Agent as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto to the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the Borrowers. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers or any other Person. Any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representative, subject to Section 2.06(e) and Section 6.13. (h) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (i) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain a segregated account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall be established and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. Wxxxx Fargo, as initial Paying Agent, hereby confirms that the account number of the Collection Account is 40000000. In the event that the Paying Agent ceases to be a Qualified Institution, the Administrative Agent Borrower shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institution. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Servicer (on behalf of the Borrower) and the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer. (e) The Securities Intermediary hereby agrees that each item of property (including any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.16(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement UCC)(“Entitlement Orders”) originated by the BorrowersBorrower or by the Servicer. The Borrowers Borrower shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Administrative Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit M hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Administrative Agent, on behalf of the Secured Parties, with respect to the Collection Account and the disposition of funds in the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. Notwithstanding the foregoing, promptly following receipt by the Administrative Agent of a written notice from the Servicer identifying amounts on deposit in the Collection Account as constituting Miscellaneous Payments, the Administrative Agent will issue an Entitlement Order to the Securities Intermediary to release such Miscellaneous Payments to the Servicer. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis [*]. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Program Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Program Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Program Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Program Agent, for the benefit of the Secured Parties, or in blank;; * Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Servicer (on behalf of the Borrower) and the Program Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Program Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the BorrowersBorrower or by the Servicer. The Borrowers Neither the Servicer nor the Borrower shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Program Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Datedate hereof, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis [*]. * Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-8- 501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative AgentLender, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent Lender as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative AgentLender; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative AgentLender, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event Servicer (on behalf of Default exists to the Borrower Representative, Borrower) and the Lender at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative AgentLender, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent Lender directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Lender hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from Borrower or by the Collection Account, Disbursement Account and Reserve AccountsServicer. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent Lender (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative AgentLender, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Lender, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit I hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Lender, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative AgentLender, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative AgentLender, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis [***]. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Program Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Program Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Program Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Program Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Servicer (on behalf of the Borrower) and the Program Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Program Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from Borrower or by the Collection Account, Disbursement Account and Reserve AccountsServicer. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Program Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis 0000000000. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Program Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Program Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Program Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Program Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Servicer (on behalf of the Borrower) and the Program Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III II to this Agreement; andand ACTIVE 200146376v.2 (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Program Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the BorrowersBorrower or by the Servicer. The Borrowers Neither the Servicer nor the Borrower shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Program Agent, ACTIVE 200146376v.2 for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Datedate hereof, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis 00000000. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-8- 501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative AgentLender, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Agent Lender as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative AgentLender; (ii) all securities or other property underlying any financial assets (as hereinafter - 49 - defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative AgentLender, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Agent and, upon Borrower Representative’s request from time to time so long as no Event Servicer (on behalf of Default exists to the Borrower Representative, Borrower) and the Lender at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative AgentLender, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Agent Lender directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Lender hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrowers. The Borrowers shall not directly make any withdrawals from Borrower or by the Collection Account, Disbursement Account and Reserve AccountsServicer. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Agent Lender (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative AgentLender, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash - 50 - received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Lender, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit I hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Lender, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative AgentLender, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative AgentLender, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

The Collection Account. (a) On or prior to the Closing Date, the Paying Agent Borrower shall establish (or Administrative Agent, at its option, shall establish or cause to be established) and shall thereafter maintain an Eligible Account in the Collection Account name of the Borrower for the purpose of receiving Collections. The Paying Agent shall also establish, for purposes of creating Collections (the Disbursement Account and the Reserve Accounts, sub-accounts of the “Collection Account (which may be ledger or book entry accounts and not actual accounts) or separate AccountsAccount”). The taxpayer identification number associated with the Collection Account, Disbursement Account and Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account, Disbursement Account and Reserve Accounts. The Collection Account, Disbursement Account and Reserve Accounts shall be under the sole dominion and control of the Administrative Agent. All costs and expenses of establishing and maintaining the Collection Account, Disbursement Account and Reserve Accounts shall be paid by the Borrowers. (b) The Collection Account, Disbursement Account and Reserve Accounts shall initially be established at Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association hereby confirms that it is a national banking association and at all times maintained with the Paying Agent which shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account. In the event Account and that the Paying Agent ceases to be a Qualified Institution, account number of the Administrative Agent shall, within thirty (30) days thereof, appoint a Qualified Institution to be the successor Paying Agent and establish a new Collection Account at such Qualified Institutionis [∗]. (c) The Collection Account, Disbursement Account and Reserve Accounts shall each be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower RepresentativeBorrower, subject to the lien of the Administrative Program Agent, for the benefit of the Secured Parties. The Securities Intermediary shall treat the Administrative Program Agent as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account; (d) The Securities Intermediary hereby confirms and agrees that: (i) the Securities Intermediary shall not change the name or account number of the Collection Account, Disbursement Account or Reserve Accounts without the prior written consent of the Administrative Program Agent; (ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account, Disbursement Account or Reserve Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Collection Account, Disbursement Account or Reserve Accounts be registered in the name of any the Borrower or any other Person, payable to the order of any the Borrower or specially indorsed to any the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Administrative Program Agent, for the benefit of the Secured Parties, or in blank; (iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement for deposit into the Collection Account, Disbursement Account or Reserve Accounts will be promptly credited to the Collection Account, Disbursement Account or applicable other Account, as applicable; (iv) the Collection Account, Disbursement Account and Reserve Accounts are accounts is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Administrative Agent Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account; (v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account, Disbursement Account and Reserve Accounts and/or any financial assets credited thereto simultaneously to each of the Administrative Servicer (on behalf of the Borrower) and the Program Agent and, upon Borrower Representative’s request from time to time so long as no Event of Default exists to the Borrower Representative, at the address for each set forth on Schedule III II to this Agreement; and (vi) notwithstanding the intent of the parties hereto, to the extent that any Collection Account or any Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account, Disbursement Account and Reserve Accounts shall be subject to the exclusive control of the Administrative Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Administrative Program Agent directing disposition of the funds in the Collection Account, Disbursement Account and Reserve Accounts without further consent by the BorrowersBorrower or the Servicer; provided that, __________________________ * Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf. (e) The Securities Intermediary hereby agrees that each item of property (including including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account, Disbursement Account and Reserve Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (f) Except as otherwise set forth in Section 2.17(g2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the BorrowersBorrower or by the Servicer. The Borrowers Neither the Servicer nor the Borrower shall not directly make any withdrawals from the Collection Account, Disbursement Account and Reserve Accounts. (g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Administrative Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account, Disbursement Account or Reserve Accounts), or any “instruction” (within the meaning of Section 9-104 of the UCC), originated by the Administrative Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrowers Borrower, the Servicer or any other Person. Any Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as defined below) with respect to the financial assets in the Collection Account, any cash received into the Collection Account or Reserve Accounts may be invested in Permitted Investments selected by the Borrower Representativeor by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), subject with respect to Section 2.06(e) the financial assets in the Collection Account and Section 6.13without further consent of the Borrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties. (h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person. (i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account, Disbursement Account or Reserve Accounts or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account, Disbursement Account or Reserve Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Program Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, Disbursement Account and Reserve Accounts, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds). (ij) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). (j) The insufficiency of funds on deposit in the Collection Account, Disbursement Account or Reserve Accounts shall not relieve the Loan Parties from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.