Common use of Collection Account Arrangements Clause in Contracts

Collection Account Arrangements. (a) On or prior to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the Lender) and shall (upon the direction of the Lender) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (i) Subject to Section 6.2 (M)(iv) below, all collections of the Borrower's and Alliance's Receivables included in the Collateral and other proceeds of its Collateral shall be deposited in (a) On a deposit account constituting a permitted Investment under Section 6.3(D)(v) or prior to the Closing Date, (b) a Collection Account of the Borrower or Alliance, as applicable, which is subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Borrower or Alliance, as applicable, and Agent and shall have entered into be transferred by the Borrower and Alliance (1) at such frequency (but not less frequently than weekly) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower and/or Alliance, as applicable, with the Agent or otherwise subject to a Collection Account Control Agreements Agreement for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower and/or Alliance and in connection with each such deposit account the Borrower and/or Alliance, as applicable, has entered into lock-box services agreements. The Borrower or Alliance shall hereafter maintain lock-box services agreements with banks which are either parties to Collection Account Banks Agreements or with which the Borrower and/or Alliance as applicable has established deposit account sweep arrangements pursuant to which funds on deposit are transferred to a concentration account maintained by the Borrower and/or Alliance, as applicable, with the Agent or a concentration account which is the subject of a Collection Account Agreement and delivered executed counterparts to which lock-boxes Account Debtors shall directly remit all payments on the Receivables of each the Borrower or Alliance, as applicable. Any of the foregoing collections received by the Borrower or Alliance and not so deposited, shall be deemed to have been received by the Administrative Borrower or Alliance, as applicable, as the Agent's trustee and, upon such Person's receipt thereof, such Person shall immediately transfer all such amounts into a Collection Account of such Person in their original form (together with all necessary endorsements). (iii) Upon Following the occurrence Collection Account Blockage Date and during the continuance of an Event a Default giving rise thereto, all payments received by the Agent, all collections of DefaultReceivables included in the Collateral received by the Agent, (ii) at and all proceeds of other Collateral received by the election Agent, whether through payment or otherwise, will be the sole property of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the Lender) and shall (upon the direction of the Lender) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Holders of Secured Parties) Obligations and to exercise exclusive dominion and control over will be deemed received by the funds deposited therein, (b) to have the proceeds that are sent Agent for application to the respective Collection Accounts redirected Obligations pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and terms of this Agreement. (ciii) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Administrative Collection Accounts, concentration accounts and depositing for collection by Agent at any time takes any action set forth in the preceding sentencecheck or item of payment received and/or delivered, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take reimburse Agent for any other action that the Administrative Agent may reasonably request amounts paid to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted bank party to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days Agreement arising out of identification thereof, (3) any funds received Agent's indemnification of such bank against damages incurred by the bank in an Originator Account shall be swept daily to the operation of a Collection Account at PNC Bankor other payments required to be made under the Collection Account Agreement, National Association all of which shall constitute additional Obligations hereunder and shall be secured by the Collateral. (iv) During the "Seller Collection Period," collections of the Borrower's "Post-Closing Accounts Receivable" may be effected through the "Lockbox" (as further identified on Schedule II to this such terms are defined in Section 8.10 of the BLN Purchase Agreement) pursuant to daily sweep orders, (4) all such funds ). The Borrower shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior deliver to the Closing Date, the related Originator shall have entered into and Agent a copy of each schedule delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor Borrower by BLN pursuant to Section 8.10 of the Administrative Agent) andBLN Purchase Agreement, in each case, subject to promptly upon receipt thereof by the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections CapBorrower.

Collection Account Arrangements. (a) On or prior to before the Closing Date, the Borrower Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. Administrator; provided, however, that, notwithstanding anything to the contrary herein or in the Sale Agreement with respect to any Pool Receivables the Originator thereof is Avantor, Inc. or NuSil Technology LLC, amounts receivable from Obligors of such Pool Receivables may be directed and paid to such Originator or into one or more lock-boxes or other deposit accounts held in the name of such Originator, as applicable (each, an “Originator Account”) (it being understood that (1) such Person shall agree to hold any such funds and any funds on deposit in such Originator Account in trust for the benefit of the Seller and its assigns, (2) any funds received by such Originator directly or in such Originator Account shall be required to be remitted to a Collection Account in the name of the Seller at PNC Bank, National Association within two (2) Business Days of identification thereof, and (3) such funds shall be applied pursuant to this Agreement and the Sale Agreement as if such funds were remitted to a Collection Account) and, in each case, subject to the conditions that (i) the Seller or such Originator shall have established a Collection Account with respect to such Originator in the name of the Seller no later than December 22, 2017 and (ii) the Seller shall have entered into and delivered to the Administrator, no later than December 22, 2017, executed counterparts of the Account Control Agreements with the Collection Account Banks holding or maintaining the Collection Accounts to which payments on such Pool Receivables with respect to such Originator are remitted. Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability continuation of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent Administrator may (with the consent of the LenderMajority Purchaser Agents) and or shall (upon the direction of the LenderMajority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent Administrator (for the benefit of the Secured PartiesPurchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent shall Administrator may elect to have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on On or prior to the Closing DateApril 30, 2018, the related Originator Seller or the Servicer shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% instruct all of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such all payments on their respective Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed ) and (ii) cause all related payments thereafter made by such Obligors to remit payment for on such Pool Receivables to Receivables, and all amounts then or thereafter on deposit in a lock-box and/or Collection Account at PNC JPMorgan Chase Bank, National Association N.A. or MUFG Union Bank, N.A. (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Capto be transferred to a lock-box and/or Collection Account at PNC Bank, National Association.

Collection Account Arrangements. (a) On or prior to before the Closing Date, the Borrower Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Administrator. Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability continuation of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent Administrator may (with the consent of the LenderMajority Purchaser Agents) and or shall (upon the direction of the LenderMajority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent Administrator (for the benefit of the Secured PartiesPurchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent shall Administrator may elect to have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative AgentAdministrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (b) Notwithstanding anything herein The Seller or the Servicer shall as soon as practicable (but in the Purchase and Sale Agreement to the contraryany event no later than December 31, 2020) cause all payments thereafter made by any Obligors on any Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectivelyto, “Central Bank”; such payments, the “Central Bank Collections”) and all amounts then or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds thereafter on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assignsin, (2) any funds received by an Originator directly shall be remitted to a Collection Account (or related lock-box or post office box) at PNC MUFG Union Bank, National Association N.A. (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall to be swept daily transferred to a Collection Account (or related lock-box or post office box) at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections CapAssociation.

Collection Account Arrangements. (a) On or prior to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of ofwith five (5) Business Day’s prior written notice to the Borrower following a Liquidity Event or (iii) to the extent the Borrower fails to satisfy any Margin MarginBorrowing Base Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the Lender) and shall (upon the direction of the Lender) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On or prior Prior to the Closing Date, the Borrower Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) . Upon the occurrence and during the continuance of an a Potential Default or Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the LenderRequired Purchasers) and shall (upon the direction of the LenderRequired Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement; provided, that unless an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give the Seller five (5) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before the Seller’s access to any Collection Account shall be terminated and be available to discuss with the Servicer or its designee(s) during such five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the Collection Account shall be swept daily (or as soon as otherwise practicable) to Cash Dominion Administration Account (or, if not yet established, such other deposit account designated by the Administrative Agent). The Borrower Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in . Prior to giving notice exercising its rights under the Purchase and Sale Agreement to the contraryAccount Control Agreements, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement shall use reasonable efforts to arrange a call with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) Seller and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Capcommunicate its intent.

Collection Account Arrangements. (a) On or prior to the Closing Date, the Borrower shall have (i) opened in its name one or more Continuing Collection Accounts with PNC and (ii) either (x) with respect to any Interim Collection Accounts, delivered Sweep Instructions to the applicable Collection Account Banks or (y) with respect to any Continuing Collection Accounts, entered into Account Control Agreements with all of the related Collection Account Banks and and, in each case, delivered executed counterparts of each to the Administrative Agent. (i) Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the Lender) and shall (upon the direction of the Lender) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or Borrower, the Servicer or an Originator thereafter shall be sent immediately to, to a Continuing Collection Account or as otherwise instructed by, by the Administrative Agent. (b) Notwithstanding anything herein Exela shall cause to be delivered Sweep Instructions with respect to any Interim Collection Account. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, the Borrower may cause the Initial Servicer to deliver an Information Package or in Interim Report along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report by the Purchase Administrative Agent, the Administrative Agent shall promptly review such Information Package or Interim Report to determine if such Information Package or Interim Report constitutes a Qualifying Release Report. In the event that the Administrative Agent reasonably determines that such Information Package or Interim Report constitutes a Qualifying Release Report, so long as no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default has occurred and Sale Agreement is continuing, the Administrative Agent shall promptly remit to the contrary, payments Borrower from the Continuing Collection Account the amount requested on Pool Receivables that are being delivered to an account at Central Bank of such Qualifying Release Report so long as the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds remaining Collections on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Continuing Collection Account at PNC Bank, National Association (as further identified on Schedule II after giving effect to this Agreementsuch release) within two exceed the amount necessary to pay the sum of (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4x) all such funds shall be applied pursuant to this Agreement accrued and the Purchase unpaid Servicing Fees, Interest, Fees and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) andBreakage Amounts, in each case, subject through such date (as reasonably estimated by the Administrative Agent), (y) the amount of any Borrowing Base Deficit and (z) the amount of all other unpaid Borrower Obligations then due and owing through such date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) the Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this AgreementServicer); provided, that to the extent the SVB Collections for a report delivered in connection with any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days release of amounts in excess of the date on which such SVB Collections exceeded purchase price then payable for Receivables then being purchased under the related SVB Collections CapSecond Tier Purchase and Sale Agreement shall be in the form of an Information Package (with all information and calculations current as of the preceding Business Day).

Collection Account Arrangements. (a) On or prior to the Closing Date, the Borrower Seller shall have entered into Collection Account Control Agreements with all of the Collection Account Banks covering each Collection Account (other than Transition Collection Accounts) and delivered executed original counterparts of each to the Administrative Agent. (i) Administrator. The Seller shall use commercially reasonable efforts to cause each Transition Collection Account to be an Eligible Collection Account on or prior to the 180th day following the Closing Date. Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent Administrator may (with the consent of the LenderMajority Purchaser Agents) and or shall (upon the direction of the LenderMajority Purchaser Agents) at any time thereafter give (or, pursuant to the Interim Collection Account Administration Agreement, instruct the Interim Collection Account Administrative Agent to give) notice to each Collection Account Bank that the Administrator (or, if applicable, the Interim Collection Account Administrative Agent Agent) is exercising its rights under the Collection Account Control Agreements and/or Interim Collection Account Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrator (for the benefit of the Purchasers) or to the Interim Collection Account Administrative Agent (for the benefit of the Secured PartiesAdministrator and the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrator’s or the Interim Collection Account Administrative Agent’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Collection Account Control Agreement or Interim Collection Account Agreement. The Borrower Seller hereby agrees that if the Administrator or the Interim Collection Account Administrative Agent at any time takes any -28- action set forth in the preceding sentence, the Administrator or Interim Collection Account Administrative Agent (as applicable) shall have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrator, the Interim Collection Account Administrative Agent or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator or Interim Collection Account Administrative Agent takes control of any Collection Account or Lock-Box, the Administrator and Interim Collection Account Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Interim Collection Account Administrative Agent. , any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator or Interim Collection Account Administrative Agent (bas applicable) Notwithstanding anything herein shall distribute or in the Purchase and Sale Agreement cause to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any distributed such funds in accordance with Section 4.2(b) and any funds on deposit Article I (in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement each case as if such funds were remitted to held by the Servicer thereunder). Each party hereto hereby acknowledges that it has received a copy of the Interim Collection Account Administration Agreement and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior consents to the Closing Date, entry into the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Interim Collection Account Control Administration Agreement with SVB in favor by each of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Capparties thereto.

Collection Account Arrangements. (a) On or prior to the Post-Closing Date, (i) the Borrower shall have entered into Account Control Lock-Box Agreements with all of the Collection Lock-Box Banks and delivered executed counterparts of each to the Administrative Agent and (ii) the applicable Originators shall have entered into Originator Account Agreements with all of the Originator Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon . At any time following the occurrence and during the continuance continuation of an Event of Default, (ii) at the election of the Borrower Termination or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayNotice Event, the Administrative Agent may (with the consent of the LenderMajority Group Agents) and shall (upon the direction of the Lender) at any time thereafter Majority Group Agents), give notice to each applicable Collection Account Bank that the Administrative Agent is exercising its rights under the Collection Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Collection Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein The Servicer hereby acknowledges and agrees that neither the Servicer nor any Originator has any right, title or interest in any Collections on deposit in any Originator Account. To the Purchase and Sale Agreement to the contrary, payments on Pool Receivables extent that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “any Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held Account is titled in the name of the applicable Originator at an Originator, such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that is holding any such funds and any funds Collections on deposit in any applicable such Originator Account are being held Account, solely as ▇▇▇▇▇▇▇▇’s agent, in trust for the benefit of the Borrower and its assignsBorrower, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bankthe Administrative Agent, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement the Lenders and the Purchase and Sale Agreement as if other Secured Parties. To the extent that the Borrower or the Administrative Agent instructs the Servicer or any Originator to remit any such funds were remitted to a Collection Account and (5) with respect to each lock-box or other amounts that constitute Collections on deposit account into which the SVB Collections are being delivered, on or prior to the Closing Datein any such Originator Account, the related Servicer shall promptly remit, or shall cause the applicable Originator shall have entered into and delivered to promptly remit, such amounts directly to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor partial satisfaction of the Administrative Agent) and, Borrower Obligations and to be applied in each case, subject to accordance with the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% priority of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Capset forth in Section 3.01.

Collection Account Arrangements. (a) On or prior Prior to the Closing Date, the Borrower SPE shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) . Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the Lender) in its sole discretion and shall (upon the direction of the LenderRequired Purchaser/Lenders) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower SPE hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower SPE hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower SPE or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. The parties hereto hereby acknowledge that if at any time the Administrative Agent exercises its control of any Collection Account or causes a Cash Dominion Administration Account to be opened, the Administrative Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrative Agent or any other holder of SPE Obligations or any other Person hereunder, and the Administrative Agent shall distribute or cause to be distributed such funds in accordance with Article II (in each case as if such funds were held by the Servicer thereunder). (b) Notwithstanding anything herein or in Upon the Purchase occurrence and Sale Agreement to during the contrarycontinuation of an Event of Default, payments on Pool Receivables that are being delivered to an account at Central Bank after the Administrative Agent has exercised control of any Collection Account as provided above, upon request of the Midwest (collectively, “Central Bank”; such paymentsAdministrative Agent, the SPE and the Servicer shall cooperate with the Administrative Agent and shall take such actions reasonably requested by the Administrative Agent (including the provision of “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such paymentsknow your customer” information and completion, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” execution and collectively, the “Originator Banks”) may be directed and paid into delivery of one or more lockcustomary account-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds opening agreements and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB control agreements in favor of the Administrative Agent) andto cause one or more Cash Dominion Administration Accounts to be established at PNC or another commercial bank reasonably designated by the Administrative Agent. The Administrative Agent shall have exclusive dominion and control (for the benefit of the Secured Parties) over each Cash Dominion Administration Account and the funds deposited therein, and none of the SPE-Related Parties or their Affiliates shall have any rights to access or direct the disposition of any funds therein. Funds on deposit in each case, subject the Cash Dominion Administration Accounts shall be applied by the Administrative Agent for the repayment of the SPE Obligations in accordance with the priority of payments set forth in Section 3.01(a); provided that any Excluded Collections shall be remitted by the Administrative Agent to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% applicable Originator or other Affiliate of the aggregate amount received with respect to Originator entitled thereto promptly upon request. Amounts, if any, on deposit in the Cash Dominion Administration Accounts on the Final Payout Date (after payment of all Pool Receivables during such calendar month (such amount, SPE Obligations) shall be remitted by the “SVB Collections Cap”) and (ii) by no later than, with respect Administrative Agent to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections CapSPE.

Collection Account Arrangements. (a) On or prior Prior to the Closing Date, the Borrower each SPV Entity shall have entered into Account Control Agreements with all of the a Collection Account Banks Bank, as applicable and delivered executed counterparts of each to the Administrative Agent. (i) . Upon the occurrence and during the continuance of an a Potential Default or Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the LenderRequired Purchasers) and shall (upon the direction of the LenderRequired Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement; provided, that unless an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give such SPV Entity five (5) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before such SPV Entity’s access to any Collection Account shall be terminated and be available to discuss with the Servicers or their designee(s) during such five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the Collection Account shall be swept daily (or as soon as otherwise practicable) to Cash Dominion Administration Account (or, if not yet established, such other deposit account designated by the Administrative Agent). The Borrower Each SPV Entity hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower each SPV Entity hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower any SPV Entity or the Servicer Servicers thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in . Prior to giving notice exercising its rights under the Purchase and Sale Agreement to the contraryAccount Control Agreements, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement shall use reasonable efforts to arrange a call with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) SPV Entity and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Capcommunicate its intent.

Collection Account Arrangements. (a) On or prior Prior to the Closing Date, the Borrower Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon . On or following the Termination Date, or upon the occurrence and during the continuance of an Event of DefaultTermination, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Dayin either case, the Administrative Agent may (with the consent of the LenderMajority Purchasers) and shall (upon the direction of the LenderMajority Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. Additionally, at all times during the Consent Period, the Administrative Agent shall have the right to (a) have exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties) and (b) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentencetwo sentences, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. For the avoidance of doubt, if the Administrative Agent has obtained exclusive dominion and control of any Collection Account, then any Collections of Pool Receivables and other proceeds from liquidation of the Support Assets that are received by the Administrative Agent shall continue to be applied pursuant to, and in the order of priority set forth in, Section 3.01(a) or otherwise in accordance with Section 8.03(b). (b) Notwithstanding anything herein or in On each Business Day during the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such paymentsConsent Period, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, Servicer and the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, Seller hereby irrevocably instruct the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds Administrative Agent to transfer all available amounts on deposit in any applicable Originator Account are being held in trust the Collection Accounts for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) andhas taken exclusive dominion and control, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections CapCash Collateral Account.

Collection Account Arrangements. (a) On or prior to Following the Closing Date, the Borrower Seller shall have entered enter into Account Control Agreements with all of the Collection Account Banks and delivered shall deliver executed counterparts of each to the Administrative Agent. (i) . Upon the occurrence and during the continuance of an Unmatured Event of Default, (ii) at the election Termination or Event of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayTermination, the Administrative Agent may (with the consent of the LenderMajority Purchasers) and shall (upon the direction of the LenderMajority Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Master Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein The Master Servicer hereby acknowledges and agrees that neither the Master Servicer nor any Originator has any right, title or interest in any Collections on deposit in any Collection Account. To the Purchase and Sale Agreement to the contrary, payments on Pool Receivables extent that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held any Collection Account is titled in the name of an Originator for the applicable Originator at benefit of the Seller, such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that is holding any such funds and any funds Collections on deposit in any applicable Originator Account are being held such Collection Account, solely as Seller’s Agent, in trust for the benefit of the Borrower and its assignsSeller, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bankthe Administrative Agent, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement the Purchasers and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and other Secured Party. To the extent that the Seller (5) with respect to each lock-box or other deposit account into which following the SVB Collections are being delivered, on or prior to the Closing Dateoccurrence of any Event of Termination, the related Administrative Agent) instructs the Master Servicer or any Originator to remit any such amounts on deposit in any such Collection Account, the Master Servicer shall have entered into and delivered promptly remit, or shall cause such Originator to promptly remit, such amounts directly to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor partial satisfaction of the Administrative Agent) and, Seller Obligations and to be applied in each case, subject to accordance with the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% priority of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Capset forth in Section 4.01.

Collection Account Arrangements. (a) On or prior to the Closing Date, in accordance with Section 1 of Exhibit II, (a) the Borrower shall have entered into the Blocked Account Control Agreements Agreement, with all of the related Collection Account Banks Bank, and delivered executed counterparts of each such agreement to the Administrative Agent. , and (ib) the Originator shall have entered into each Originator Account Control Agreement, with the related Collection Account Bank, and delivered counterparts of each such agreement to the Administrative Agent. Upon the occurrence and of a Stop Sales Event or Cash Trigger Event or during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability existence of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent may (with the consent of the Lender) and shall (upon may, or at the direction of the Lender) Required Lenders shall, at any time thereafter give notice to each any Collection Account Bank (a “Notice of Exclusive Control”) that the Administrative Agent is exercising its rights under the any Blocked Account Agreement or any Originator Account Control Agreements Agreement, as applicable, to do any or all of the following: (ai) to have the exclusive ownership and control of the such Collection Accounts transferred to the Administrative Agent (for on behalf of itself, the benefit of Lender Agents and the Secured PartiesLenders) and to exercise exclusive dominion and control over the funds deposited therein, (bii) to have the proceeds (including Collections) of the Borrower Collateral that are sent to the respective such Collection Accounts redirected Account be transferred to another account pursuant to the Administrative Agent’s instructions rather than deposited in the applicable such Collection Account Account, and (ciii) to take any or all other actions permitted under the applicable any Blocked Account Agreement or any Originator Account Control Agreement, as applicable; provided that the amounts described in clause (ii) above shall continue to be applied in accordance with Section 1.4 and Section 4.7; provided that the Administrative Agent agrees to provide five (5) Business Days’ prior written notice prior to providing a Notice of Exclusive Control in connection with a Cash Trigger Event unless a Stop Sales Event has occurred or a Termination Event has occurred and is continuing. The Administrative Agent and the Lenders hereby agree that the Administrative Agent shall not deliver a notice of exclusive control or similar notice under a Blocked Account Agreement or Originator Account Control Agreement unless a Stop Sales Event or Cash Trigger Event has occurred or a Termination Event has occurred and is continuing and that, solely with respect to a Termination Event or Cash Trigger Event, at any time a notice of exclusive control or similar notice is in effect, if no Termination Event or Cash Trigger Event, as applicable, exists at such time (as determined by the Administrative Agent in its reasonable discretion), the Administrative Agent shall deliver a notice revoking such notice of exclusive control or similar notice. The Borrower hereby agrees that if the Administrative Agent Agent, at any time time, takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for on behalf of itself, the benefit of Lender Agents and the Secured PartiesLenders) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. The Servicer hereby agrees that if the Administrative Agent, at any time, takes any action set forth in this Section 4.3 with respect to an Originator Collection Account, the Administrative Agent shall have the exclusive right (on behalf of itself, the Lender Agents and the Lenders) to direct the proceeds (including Collections) of all Pool Receivables in such Originator Collection Account and the Servicer hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such rights. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter (other than to a Collection Account) shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. promptly (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit but in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) event within two (2) Business Days of identification thereof, (3Days) any funds received in an Originator Account shall be swept daily to a Collection Account or, upon the occurrence of a Stop Sales Event or a Cash Trigger Event or at PNC Bankany time a Termination Event exists, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to an account designated in writing by the Administrative Agent. Upon termination of this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) in accordance with respect to each lock-box or other deposit account into which the SVB Collections are being deliveredSection 6.9, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during take such calendar month (such amount, the “SVB Collections Cap”) and (ii) actions as are reasonably requested by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed Servicer to terminate and release all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bankof its right, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days title and interest in and control of the date on which such SVB Collections exceeded the related SVB Collections CapBlocked Accounts or any Originator Collection Account, as applicable.

Collection Account Arrangements. (ai) On All collections of the Borrower's Receivables included in the Collateral and other proceeds of its Collateral shall be deposited in a Collection Account of the Borrower which may be subject to a Collection Account Agreement or prior pursuant to another similar arrangement for the Closing Datecollection of such amounts established by the Borrower and Agent and shall be transferred by the Borrower (1) at such frequency (but not less frequently than each Business Day) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower with the Agent or otherwise subject to a Collection Account Agreement, for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower. All collections from Account Debtors in respect of payments on the Receivables of the Borrower shall be deemed to have been received by the Borrower as the Agent's trustee and, upon the Borrower's receipt thereof, the Borrower shall have entered into Account Control Agreements transfer all such amounts in their original form (together with all necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M). (ii) Following the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon the occurrence Blockage Date and during the continuance of an Event a Default giving rise thereto, all payments received by the Agent, all collections of DefaultReceivables included in the Collateral received by the Agent, (ii) at and all proceeds of other Collateral received by the election Agent, whether through payment or otherwise, will be the sole property of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the Lender) and shall (upon the direction of the Lender) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Holders of Secured Parties) Obligations and to exercise exclusive dominion and control over will be deemed received by the funds deposited therein, (b) to have the proceeds that are sent Agent for application to the respective Collection Accounts redirected Obligations pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and terms of this Agreement. (ciii) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Administrative Collection Accounts, concentration accounts and depositing for collection by Agent at any time takes any action set forth in the preceding sentencecheck or item of payment received and/or delivered, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take reimburse Agent for any other action that the Administrative Agent may reasonably request amounts paid to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted bank party to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days Agreement arising out of identification thereof, (3) any funds received Agent's indemnification of such bank against damages incurred by the bank in an Originator Account shall be swept daily to the operation of a Collection Account at PNC Bankor other payments required to be made under the Collection Account Agreement, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds of which shall constitute additional Obligations hereunder and shall be applied pursuant to this Agreement and secured by the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections CapCollateral.

Collection Account Arrangements. (a) On or All collections -------------------------------- of receipts from each individual Store and other proceeds of Collateral shall be deposited in a Collection Account which prior to the Closing Datedate that is 30 days after the Restructuring Effective Date is subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Company or any of its Subsidiaries and the Common Collateral Agent and shall be transferred in accordance with the provisions of the respective Collection Account Agreements. Any of the foregoing collections received by the Company or any of its Subsidiaries and not so deposited, shall be deemed to have been received by the Company or such Subsidiary as the Common Collateral Agent's trustee and, upon the Company's or such Subsidiary's receipt thereof, the Borrower Company shall have entered or shall cause such Subsidiary to immediately transfer all such amounts into a Collection Account Control Agreements in their original form. Such deposits shall be remitted to the Common Collateral Agent, the Company or as the Common Collateral Agent may direct, all in accordance with all the provisions of the Collection Account Banks Agreements. The Company hereby represents and delivered executed counterparts warrants that as of the Restructuring Effective Date, Schedule 3.16 (a) contains a true and accurate list of all bank accounts ---------------- maintained by the Company and each to the Administrative Agentof its Subsidiaries. (ib) Upon Following the occurrence Collection Account Blockage Date and during the continuance of an Event a Default (other than, during the Suspension Period, a Suspended Default) giving rise thereto, all payments received by the Common Collateral Agent and all proceeds of Defaultother Collateral received by the Common Collateral Agent, (ii) at whether through payment or otherwise, will be the election sole property of the Borrower or (iii) Common Collateral Agent for the benefit of each of the holders of Secured Obligations and will be deemed received by the Collateral Agent for application to the extent the Borrower fails to satisfy any Margin Deficit due Secured Obligations pursuant to the applicability terms of a Supplemental Reserve within one the Intercreditor Agreement. (1c) Business DayNotwithstanding the foregoing, the Administrative Agent may (Company and its Subsidiaries shall be permitted to maintain bank accounts with the consent of the Lender) and shall (upon the direction of the Lender) at any time thereafter give notice parties which are not subject to each Collection Account Bank Agreements provided that (i) the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control balances in such accounts are deposited not less frequently than once per week into one of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator aggregate balance in all such accounts shall have instructed all Obligors remitting payments for not exceed $350,000 at any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Captime.

Collection Account Arrangements. (a) On or prior to before the Closing Date, the Borrower Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Administrator. Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability continuation of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent Administrator may (with the consent of the LenderMajority Purchaser Agents) and or shall (upon the direction of the LenderMajority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent Administrator (for the benefit of the Secured PartiesPurchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent shall Administrator may elect to have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in Administrator. The parties hereto hereby acknowledge that if at any time the Purchase and Sale Agreement Administrator takes control of any Collection Account, the Administrator shall not have any rights to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank funds therein in excess of the Midwest (collectivelyunpaid amounts due to the Administrator, “Central Bank”; such paymentsany member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the “Central Bank Collections”) Administrator shall distribute or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may cause to be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any distributed such funds in accordance with Section 4.2(b) and any funds on deposit Article I (in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement each case as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which held by the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this AgreementServicer thereunder); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On The Seller shall have, or prior shall cause the Pledgor to the Closing Datehave, the Borrower shall have entered into Account Control Agreements with all of the applicable Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. Agent except with respect to (i) each Excluded Collection Account, (ii) until the Pledgor is in compliance with Section 7.14 of the Pledgor Purchaser Assignment, the Pledgor Collection Account, and (iii) the TD Account; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall enter into an Account Control Agreement with respect to the TD Account within 30 days of the request of the Administrative Agent (or such greater amount of time agreed to by the Seller and the Administrative Agent). Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayTermination, the Administrative Agent may (with the consent of the LenderMajority Group Agents) and shall (upon the direction of the LenderMajority Group Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On or prior Prior to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each Account Control Agreement to the Administrative Agent. (i) . Upon the occurrence and during the continuance of an Event of Default, Default or the date that is five (ii5) at the election of the Borrower or (iii) Business Days prior to the extent the Borrower fails to satisfy date on which any Margin Deficit due Account Control Agreement will be terminated in accordance with a notice delivered to the applicability Administrative Agent by any Collection Account Bank per the terms of a Supplemental Reserve within one (1) Business Daysuch Account Control Agreement, the Administrative Agent may (with the consent of the LenderLC Bank and Required Program ParticipantsLenders) and shall (upon the direction of the LenderLC Bank and Required Program ParticipantsLenders) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On or prior to the Closing Date (or, in the case of any UK Collection Account, after the UK Collection Account Date), the Borrower SPEs shall have entered into Collection Account Control Agreements with all of the Collection Account Banks covering each Collection Account and delivered executed original counterparts of each to the Administrative Agent. (i) Administrator. Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent Administrator may (with the consent of the LenderMajority Purchaser Agents) and or shall (upon the direction of the LenderMajority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrative Agent Administrator (for the benefit of the Secured PartiesPurchasers) and to exercise 1752829385.28 exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Collection Account Control Agreement. The Borrower Each SPE hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Pool Receivables and the Borrower each SPE hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower any SPE or the any Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account or in Lock-Box, the Purchase and Sale Agreement Administrator shall not have any rights to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank funds therein in excess of the Midwest (collectivelyunpaid amounts due to the Administrator, “Central Bank”; such paymentsany member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the “Central Bank Collections”) Administrator shall distribute or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may cause to be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any distributed such funds in accordance with Section 4.2(b) and any funds on deposit Article I (in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement each case as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during held by such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this AgreementServicer thereunder); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On or prior to the Closing Date, the Borrower Seller shall have entered into Collection Account Control Agreements with all of the Collection Account Banks covering each Collection Account and delivered executed original counterparts of each to the Administrative Agent. (i) Administrator. Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayTermination Event, the Administrative Agent Administrator may (with the 775839016.11 -30- consent of the LenderMajority Purchaser Agents) and or shall (upon the direction of the LenderMajority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent Administrator is exercising its rights under the Collection Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts and Lock-Boxes transferred to the Administrative Agent Administrator (for the benefit of the Secured PartiesPurchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts and Lock-Boxes redirected pursuant to the Administrative AgentAdministrator’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Collection Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent Administrator at any time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Secured PartiesPurchasers) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account or in Lock-Box, the Purchase and Sale Agreement Administrator shall not have any rights to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank funds therein in excess of the Midwest (collectivelyunpaid amounts due to the Administrator, “Central Bank”; such paymentsany member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the “Central Bank Collections”) Administrator shall distribute or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may cause to be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any distributed such funds in accordance with Section 4.2(b) and any funds on deposit Article I (in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement each case as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which held by the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this AgreementServicer thereunder); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On or prior Prior to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each Account Control Agreement to the Administrative Agent. (i) . Upon the occurrence and during the continuance of an Event of Default, Default or the date that is five (ii5) at the election of the Borrower or (iii) Business Days prior to the extent the Borrower fails to satisfy date on which any Margin Deficit due Account Control Agreement will be terminated in accordance with a notice delivered to the applicability Administrative Agent by any Collection Account Bank per the terms of a Supplemental Reserve within one (1) Business Daysuch Account Control Agreement, the Administrative Agent may (with the consent of the LenderLC Bank and Required Lenders) and shall (upon the direction of the LenderLC Bank and Required Lenders) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank of the Midwest (collectively, “Central Bank”; such payments, the “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such payments, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” and collectively, the “Originator Banks”) may be directed and paid into one or more lock-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB in favor of the Administrative Agent) and, in each case, subject to the conditions that, (i) the SVB Collections for any calendar month shall not exceed 1.00% of the aggregate amount received with respect to all Pool Receivables during such calendar month (such amount, the “SVB Collections Cap”) and (ii) by no later than, with respect to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.

Collection Account Arrangements. (a) On or At any time, upon five (5) Business Days’ prior written notice to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business DayBorrower, the Administrative Agent may (with the consent of the Lender) and shall (upon of, or at the direction of of, the LenderRequired Class A Lenders or Required Class B Lenders, as applicable) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (ai) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (bii) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (ciii) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent (acting at the direction of the Required Class A Lenders or Required Class B Lenders, as applicable) may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank Upon request of the Midwest (collectively, “Central Bank”; such paymentsAdministrative Agent, the Borrower and the Servicer shall cooperate with the Administrative Agent and shall take such actions reasonably requested by the Administrative Agent (including the provision of “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such paymentsknow your customer” information and completion, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” execution and collectively, the “Originator Banks”) may be directed and paid into delivery of one or more lockcustomary account-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds opening agreements and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB control agreements in favor of the Administrative Agent) andto cause one or more Cash Dominion Administration Accounts to be established at PNC or another commercial bank designated by the Administrative Agent (with the consent of the Required Class A Lenders and the Required Class B Lenders). The Administrative Agent shall have exclusive dominion and control (for the benefit of the Secured Parties) over each Cash Dominion Administration Account and the funds deposited therein, and none of the Borrower-Related Parties or their Affiliates shall have any rights to access or direct the disposition of any funds therein. Funds on deposit in each casethe Cash Dominion Administration Accounts may be applied by the Administrative Agent for the repayment of the Borrower Obligations in accordance with the priority of payments set forth in Section 3.01(a) or Section 9.02(d), subject as applicable. Amounts, if any, on deposit in the Cash Dominion Administration Accounts on the Final Payout Date (after payment of all Borrower Obligations) shall be remitted by the Administrative Agent to the conditions that, Borrower. (ic) If the SVB Collections for any calendar month shall not exceed 1.00% Administrative Agent has assumed exclusive control of the aggregate amount received with respect Collection Accounts, then in order for the Borrower to all Pool Receivables during such calendar month (such amountobtain a Release on any Business Day, the “SVB Collections Cap”Borrower (or the Servicer on its behalf) shall submit to the Administrative Agent and each Lender Representative a Daily Report constituting a Qualifying Report on such Business Day; provided that neither the Borrower nor the Servicer shall request any such Release if the conditions precedent to Releases specified in Section 5.03 are not satisfied. Upon receipt of such a Daily Report following the Administrative Agent’s assumption of exclusive control of the Collection Accounts, the Administrative Agent shall promptly review such Daily Report to determine if such Daily Report constitutes a Qualifying Report; provided that any Daily Report delivered after noon Eastern Time on any Business Day shall be deemed to have been delivered on the following Business Day. On any Business Day, if the Administrative Agent determines that such Daily Report constitutes a Qualifying Report and (x) all conditions precedent to Releases specified in Section 5.03 are satisfied (as reasonably determined by the Administrative Agent, Class A Lender Representative and the Class B Lender Representative) and (iiy) the Borrower and the Servicer have delivered all information reasonably requested by no later thanthe Administrative Agent, Class A Lender Representative or the Class B Lender Representative in connection with respect such Qualifying Report, the Administrative Agent shall release to the Central Bank Collections, August 12, 2022 and, with respect Borrower from Collections on deposit in the Cash Dominion Administration Accounts an amount equal to the SVB Collections, February 11, 2022, Maximum Release Amount on such day. The proceeds of each Release shall be applied by the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement); provided, that to the extent the SVB Collections for any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date on which such SVB Collections exceeded the related SVB Collections Cap.in accordance with Section 5.03

Collection Account Arrangements. (a) On or prior to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. (i) Upon the occurrence and during the continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Supplemental Reserve within one (1) Business Day, the Administrative Agent may (with the consent of the LenderRequired Purchasers) and shall (upon the direction of the LenderRequired Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (ai) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (bii) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and or (ciii) to take any or all other actions permitted under the applicable Account Control Agreement. The Borrower Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. (b) Notwithstanding anything herein or in the Purchase and Sale Agreement to the contrary, payments on Pool Receivables that are being delivered to an account at Central Bank Upon request of the Midwest (collectively, “Central Bank”; such paymentsAdministrative Agent, the Seller and the Servicer shall cooperate with the Administrative Agent and shall take such actions reasonably requested by the Administrative Agent (including the provision of “Central Bank Collections”) or Silicon Valley Bank (“SVB”; such paymentsknow your customer” information and completion, the “SVB Collections”; SVB together with Central Bank, each an “Originator Bank” execution and collectively, the “Originator Banks”) may be directed and paid into delivery of one or more lockcustomary account-boxes or other deposit accounts held in the name of the applicable Originator at such Originator Bank (each, an “Originator Account”) (it being understood that (1) the related Originator shall agree that any such funds opening agreements and any funds on deposit in any applicable Originator Account are being held in trust for the benefit of the Borrower and its assigns, (2) any funds received by an Originator directly shall be remitted to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within two (2) Business Days of identification thereof, (3) any funds received in an Originator Account shall be swept daily to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) pursuant to daily sweep orders, (4) all such funds shall be applied pursuant to this Agreement and the Purchase and Sale Agreement as if such funds were remitted to a Collection Account and (5) with respect to each lock-box or other deposit account into which the SVB Collections are being delivered, on or prior to the Closing Date, the related Originator shall have entered into and delivered to the Administrative Agent executed counterparts of an Account Control Agreement with SVB control agreements in favor of the Administrative Agent) andto cause one or more Cash Dominion Administration Accounts to be established at PNC or another commercial bank designated by the Administrative Agent. The Administrative Agent shall have exclusive dominion and control (for the benefit of the Secured Parties) over each Cash Dominion Administration Account and the funds deposited therein, and none of the Seller-Related Parties or their Affiliates shall have any rights to access or direct the disposition of any funds therein. Funds on deposit in each casethe Cash Dominion Administration Accounts may be applied by the Administrative Agent for the repayment of the Seller Obligations in accordance with the priority of payments set forth in Section 3.01(a). Amounts, subject if any, on deposit in the Cash Dominion Administration Accounts on the Final Payout Date (after payment of all Seller Obligations) shall be remitted by the Administrative Agent to the conditions that, Seller. (ic) If the SVB Collections for any calendar month shall not exceed 1.00% Administrative Agent has assumed exclusive control of the aggregate amount received with respect Collection Accounts, then in order for the Seller to all Pool Receivables during such calendar month (such amountobtain a Release on any Business Day, the “SVB Collections Cap”Seller (or the Servicer on its behalf) and (ii) by no later than, with respect shall submit to the Central Bank Collections, August 12, 2022 and, with respect to the SVB Collections, February 11, 2022, the Borrower or the related Originator shall have instructed all Obligors remitting payments for any Pool Receivables to an Originator or an Originator Account to remit payment for Administrative Agent a Daily Report constituting a Qualifying Report on such Pool Receivables to a lock-box and/or Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement)Business Day; provided, that neither the Seller nor the Servicer shall request any such Release if the conditions precedent to Releases specified in Section 5.03 are not satisfied. Upon receipt of such a Daily Report following the Administrative Agent’s assumption of exclusive control of the Collection Accounts, the Administrative Agent shall promptly review such Daily Report to determine if such Daily Report constitutes a Qualifying Report; provided that any Daily Report delivered after 12:00 p.m. Eastern Time on any Business Day shall be deemed to have been delivered on the following Business Day. On any Business Day, if the Administrative Agent determines that such Daily Report constitutes a Qualifying Report and (x) all conditions precedent to Releases specified in Section 5.03 are satisfied (as reasonably determined by the Administrative Agent) and (y) the Seller and the Servicer have delivered all information reasonably requested by the Administrative Agent in connection with such Qualifying Report, the Administrative Agent shall release to the extent Seller from Collections on deposit in the SVB Collections for Cash Dominion Administration Accounts an amount equal to the Maximum Release Amount on such day. The proceeds of each Release shall be applied by the Seller in accordance with Section 5.03(b). The Seller shall notify the Administrative Agent if any calendar month exceeds the related SVB Collections Cap, the Borrower or the related Originator shall have instructed all related Obligors to remit payment for such Pool Receivables to a Collection Account at PNC Bank, National Association (as further identified on Schedule II to this Agreement) within thirty (30) calendar days of the date conditions for a Release set forth in Section 5.03 are not satisfied on which such SVB Collections exceeded day. For purposes of this clause (c), “Qualifying Report” means any Daily Report that satisfies each of the related SVB Collections Capfollowing conditions: (A) such Daily Report demonstrates that no Capital Coverage Amount Deficit exists and (B) such Daily Report is calculated as of the close of business of the immediately preceding Business Day.