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

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

Payments on Receivables, Collection Accounts. (i) The Seller Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections Collections, unless otherwise directed by the Administrative Agent acting at the direction of the Majority Group Agents) are received by the SellerBorrower (other than in a Collection Account), the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Agents, the Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. ; provided that with respect to Collections in the form of checks received from Physical Check Obligors received by the Servicer or an Originator, such Servicer or Originator shall promptly (iibut in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Seller Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) Agreement. At all times after the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j)Closing Date, the Seller Borrower shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account Account, except in connection with respect to any amounts received in respect Permitted Commingling (and for the avoidance of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇doubt, only so long as, the Seller shall use commercially reasonable efforts to cause all Administrative Agent has not provided notice that Permitted Commingling is no longer allowed as set forth below). If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller At all times after the Initial Funding Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Agent, any Lender or any other Secured Party is entitled, with any other funds funds, except as set forth herein. for any Permitted Commingling. At any time upon notice from the Administrative Agent (iiiat the direction of the Majority Group Agents), the Administrative Agent (at the direction of the Majority Group Agents) may no longer allow Permitted Commingling and, within 30 days of receipt of such notice, the Borrower shall (or shall cause the Servicer to) instruct all obligors on accounts receivable originated by Webhelp Americas LLC, Webhelp USA LLC and/or Webhelp California, Inc. to deliver payments on such accounts receivable into an account which is not a Collection Account. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) Originator will at all times, instruct all Obligors to deliver payments on the Pool Receivables (A) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) Originator will, and will cause the Originator to, at all times, cause any Collections of Pool Receivables received in a Settlement Account to be swept within one (1) Business Day to a Collection Account pursuant to standing instructions to the Settlement Agent; provided that the Administrative Agent, upon written notice to the Buyer, may require the Buyer to establish one or more Collection Accounts at PNC and sweep all Collections received in the Settlement Accounts to such Collection Account(s) maintained at PNC. The Originator will, and will at all times, instruct all Obligors to maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller Originator shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect Account; provided, that the Servicer may permit proceeds of Excluded Air Center Receivables; 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 use commercially reasonable efforts to cause all such funds not representing Collections on Pool Subscriber Receivables and other Sold Assets and Seller Collateral Restricted Non-U.S. Law Receivables to no longer be deposited into any Collection Account promptly upon the request Lock-Box Accounts so long as each of the Administrative Agent. The Seller following conditions are met: (or i) the Servicer on shall, and shall cause its behalf) shall identify Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and transfer any funds not representing Collections on Pool the amount of proceeds of Air Center Receivables, Subscriber Receivables and other Sold Assets Restricted Non-U.S. Law Receivables, in each case, on deposit in the Collection Accounts, (ii) the Servicer shall remove any such proceeds of Air Center Receivables, Subscriber Receivables and Seller Collateral, deposited into any Restricted Non-U.S. Law Receivables from Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds Accounts within two (2) Business Days of receipt thereof, (iii) if proceeds of Subscriber Receivables in excess of $10,000,000 are deposited in the Collection Accounts in any calendar month, within 10 Business Days of PNC’s written request therefor, the Servicer shall direct (and use commercially reasonable efforts to cause) account debtors with respect to Subscriber Receivables to deposit the proceeds thereof in deposit accounts other than the Collection Accounts and (iv) no account debtors with respect to Air Center Receivables may be directed to deposit proceeds thereof to any Collection Account after February 28, 2024, other than account debtors who have not yet consented to the assignment of their related customer contract to the purchaser of the related business, it being understood that the applicable Originators are working in good faith pursuant to their obligations to such depositpurchaser to obtain such consents from such account debtors. The Seller Originator will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Buyer, the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth hereinfunds. (iii) The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Master Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer, Master Servicer or an Originator, it each of the Seller and the Master Servicer shall, and shall cause such Originator to, hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchasers and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. . The Seller shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets and Seller Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. In the event that any funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral are deposited into any Collection Account, the Seller (or the Master Servicer on its behalf) will within two (2) Business Days transfer such funds out of the Collection Accounts. The Seller (or the Master Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into any Collection Account as reasonably requested by the Administrative Agent from time to time. The Seller (or the Master Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or the Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such deposit. The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerSeller.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller Each Originator (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections from other property of the Servicer Originators, (iii) to identify Affiliate Collections received from time to time and (iv) to segregate such Affiliate Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Buyer or the Servicer, or an Originator, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Lenders as the Buyer’s assignees) and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) Originators will cause use commercially reasonable efforts to ensure that each Collection Account Bank to comply complies with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Originators shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral (ii) Affiliate Collections, to be deposited into any Collection Account except with respect to Account. If any amounts received in respect of Excluded Receivables; provided Affiliate Collections or any other funds that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds do not representing constitute Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be or Related Rights are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller (or Originators will cause the Servicer on its behalfto, within two (2) shall Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Originators will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) other than commingling of Affiliate Collections in any Collection Account. The Seller Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller orBuyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), such Originator shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) such Originator will, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Buyer or Administrative Agent, such Originator shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Excluded Collection AccountAccount or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Buyer) from time to time identified to such obligor; and (iv) if requested by Buyer or Administrative Agent, such Originator shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Excluded Collection Account OwnerLock-Box).

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the OriginatorsOriginators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrower shall not permit funds other than Affiliate Collections, Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) other than Affiliate Collections. The Seller Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller orBorrower. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document: (i) the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such records necessary to (x) identify Affiliate Collections received from time to time and (y) segregate such Affiliate Collections from other property of the Servicer and the Originators; provided, however, that segregation of such Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing; (ii) on each Business Day, the Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account (and any Excluded Collection Accountrelated Lock-Box) as reasonably requested in writing by the Administrative Agent; (iii) upon the occurrence and during the continuance of a Level 2 Ratings Event, the related Excluded Borrower (or the Servicer on its behalf) shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account Owneror Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box) from time to time identified to such obligor; and (iv) at all times during the continuation of a Level 2 Ratings Event (x) the Borrower shall not permit Affiliate Collections to be deposited into any Collection Account or Lock-Box, (y) if Affiliate Collections are nevertheless deposited into any Collection Account or Lock-Box, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (z) the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any Affiliate Collections.

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrower shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) funds. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerBorrower.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. The Seller Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections from other property of the Servicer Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Selleran Originator, the Buyer or the Servicer, or an Originator, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Lenders as the Buyer’s assignees) and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) Originators will cause use commercially reasonable efforts to ensure that each Collection Account Bank to comply complies with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Originators shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral (ii) Affiliate Collections, to be deposited into any Collection Account except with respect to Account. If any amounts received in respect of Excluded Receivables; provided Affiliate Collections or any other funds that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds do not representing constitute Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be or Related Rights are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller (or Originators will cause the Servicer on its behalfto, within two (2) shall Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Originators will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) other than commingling of Affiliate Collections in any Collection Account. The Seller Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller orBuyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), such Originator shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) such Originator will, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Buyer or Administrative Agent, such Originator shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Excluded Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Buyer) from time to time identified to such obligor; and (iv) if requested by Buyer or Administrative Agent, such Originator shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box); and (v) either (x) promptly (but in any event within the time period designated by the Administrative Agent in its sole discretion) following the deposit of any Subject Obligor Collections into any Approved Account, such Originator (or the related Excluded Servicer on its behalf) shall cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account Ownershall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections) or (y) within 30 days following the occurrence of such Event of Default or Ratings Event (or such longer period as consented to in writing by the Administrative Agent in its sole discretion), cause each Approved Account to be covered by an Account Control Agreement.

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

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

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after becoming aware of such receipt) remit such funds into a Collection Account. (ii) . The Seller Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to within two (x2) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or the Servicer on its behalf) shall Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) funds. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

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

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the Originators; provided that, segregation of Collections from any Excluded Collections shall not be required unless an Event of Default or Ratings Event shall have occurred and segregation has been required by the Administrative Agent under this Agreement. If any payments on the Pool Receivables or other Collections are received by the SellerSPE (other than the Collection Account), the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchaser/Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) will cause each Collection Account Bank use commercially reasonable efforts to comply with the terms of enforce each applicable Account Control Agreement other than with respect to (x) Agreement. At all times after the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03Closing Date, and (y) any Excluded Collection Account. Except except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j)Collections, the Seller Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Supporting Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account promptly upon the request of the Administrative AgentAccount. The Seller (or the Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such deposit. The Seller will not, and will not permit the ServicerSPE, any Originator or any other Person to commingle in any Collection Account Collections or other funds to which the Administrative Agent, any Group Agent Purchaser/Lender or any other Secured Party is entitled, with any other funds except as set forth herein. other than Excluded Collections. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (iii2) The Seller Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Notwithstanding anything to the contrary set forth above, if an Event of Default or Ratings Event has occurred and is continuing, upon the request of the Administrative Agent: (i) within five (5) Business Days of the deposit of any Excluded Collections into any Collection Account (or a Lock-Box), the Servicer shall ensure identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that no disbursements are made from any Collection Account, other than such disbursements that are made at represent Excluded Collections; (ii) the direction Servicer shall promptly upon the occurrence of an Event of Default or a Ratings Event instruct the obligor of each Affiliate Receivable and for the account of the Seller or, each Excluded Receivable to cease remitting payments with respect to all Affiliate Receivables and all Excluded Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any account owned by the SPE) from time to time identified to such obligor; and (iii) the Servicer shall take commercially reasonable efforts to cause Excluded Collections not to be deposited into any Lock-Box or Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account Account, a Mail-Box or a Lock-BoxBox or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. The Seller Servicer will promptly (or but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, the Servicer on its behalfwill promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). The Servicer will, and will cause the Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. The Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Sellera Borrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with enforce the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral (ii) Affiliate Collections, to be deposited into any Collection Account except with respect to Account. If any amounts received in respect of Excluded Receivables; provided Affiliate Collections or any other funds that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds do not representing constitute Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or Account, the Servicer on its behalfwill within two (2) shall Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Servicer will not, and will not permit the Servicerany Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) other than commingling of Affiliate Collections in any Collection Account. The Seller Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Seller orBorrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), the Servicer shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) the Servicer will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Servicer shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Excluded Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by any Borrower) from time to time identified to such obligor; and (iv) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Servicer shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box); and(v) either (x) promptly (but in any event within the time period designated by the Administrative Agent in its sole discretion) following the deposit of any Subject Obligor Collections into any Approved Account, the related Excluded Servicer shall cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account Ownershall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections) or (y) within 30 days following the occurrence of such Event of Default or Ratings Event (or such longer period as consented to in writing by the Administrative Agent in its sole discretion), cause each Approved Account to be covered by an Account Control Agreement.

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after becoming aware of such receipt) remit such funds into a Collection Account. (ii) . The Seller Borrower (or the Servicer on its behalf) will cause use commercially reasonable efforts to ensure that each Collection Account Bank to comply complies with the terms of each applicable Account Control Agreement other than with respect Agreement. The Borrower shall use commercially reasonable efforts to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit ensure that no funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be are deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) funds. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer Commencing on the date that is 30 days following the Closing Date, the Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerBorrower.

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, that, with respect to any Receivables, the Originator of which is FCX Performance, Inc. (such Originator, “FCX”; such Receivables, the “FCX Receivables”), up to five percent (5%) of payments related to such FCX Receivables may be remitted into an account that is not a Collection Account; provided, further, that upon notice by the Majority Group Agents to the Borrower that such remittance into an account that is not a Collection Account shall no longer be permitted, the Borrower shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) (or instruct the Servicer and FCX to) (x) transfer the funds related to the FCX Receivables that are on deposit in an account other than a Collection Account into a Collection Account, (y) no longer deposit such funds into an account other than a Collection Account and (z) instruct the related obligors to deposit any such funds into a Collection Account. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. Account (ii) subject to the proviso above). The Seller Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrower shall not permit funds other than Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect remittances of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds not representing Collections on Pool for Subject Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or the Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account subject to the appropriate Person entitled to such funds within two (2proviso below) Business Days of such deposit. The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.to

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) Such Sub-Originator will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and Such Sub-Originator will cause the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originators and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer, or an Originatorit, it shall hold such payments in trust for the benefit of the Buyer, Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) The Seller (or the Servicer on its behalf) . Such Sub-Originator will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to Agreement. Such Sub-Originator shall not permit (x) at any time prior to the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03Cease Commingling Date, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit funds other than Collections on Pool Receivables and other Sold Assets Collateral in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and Seller (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, such Sub-Originator will within the request of the Administrative Agent. The Seller (or the Servicer on its behalf) shall Required De-Commingling Period, identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Such Sub-Originator will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the SPV, Buyer, Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) The Seller funds. Such Sub-Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Buyer and Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Buyer and Administrative Agent from the applicable Collection Account Bank. The Seller Such Sub-Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer Such Sub-Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerBorrower.

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

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, that, with respect to any Receivables, the Originator of which is FCX Performance, Inc. (such Originator, “FCX”; such Receivables, the “FCX Receivables”), up to five percent (5%) of payments related to such FCX Receivables may be remitted into an account that is not a Collection Account; provided, further, that upon notice by the Majority Group Agents to the Borrower that such remittance into an account that is not a Collection Account shall no longer be permitted, the Borrower shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) (or instruct the Servicer and FCX to) (x) transfer the funds related to the FCX Receivables that are on deposit in an account other than a Collection Account into a Collection Account, (y) no longer deposit such funds into an account other than a Collection Account and (z) instruct the related obligors to deposit any such funds into a Collection Account. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. Account (ii) subject to the proviso above). The Seller Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrower shall not permit funds other than Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral remittances of funds for Subject Receivables (subject to the proviso below) to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall shall, within two (2) Business Days, (x) identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two and (2y) Business Days of instruct such depositPerson to no longer deposit any such funds into any such Collection Account. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds; provided, that, up to twenty percent (20%) of monthly cash receipts will be permitted to be related to the Subject Receivables; provided, further that, upon notice by the Majority Group Agents to the Borrower that such commingling shall no longer be permitted, the Borrower shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) instruct the Servicer, the related Subject Originator or such other Person to (x) transfer such funds except as set forth herein. related to the Subject Receivables into an account other than a Collection Account, (iiiy) no longer deposit such funds into any Collection Account and (z) instruct the related obligors to no longer deposit any such funds into any such Collection Account. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account . (o) Section 7.01 of the Seller or, with respect to any Excluded Collection Account, Original Receivables Financing Agreement is hereby amended by adding the related Excluded Collection Account Owner.following as a new Section 7.01(aa) immediately following the existing Section 7.01(z):

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Buyer or the Servicer, or an Originator, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Purchasers as the Buyer’s assignees) and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) Originators will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Originators shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Support Assets and Seller Collateral to be deposited into any Collection Account except with respect to Account. If any amounts received in respect of Excluded Receivables; provided other funds that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds do not representing constitute Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller (or Originators will cause the Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateralto, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the instructions of) the Person entitled to such depositfunds. The Seller Originators will not, and will not permit the Servicer, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) in any Collection Account. The Seller Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) ), or a Collection Account Bank bank at which the Lock-Box is located (the “Lock-Box Bank”) to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Lock-Box Bank. The Seller Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Lock-Box Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will Such Originator will, at all times, instruct all Obligors to deliver payments on the its Pool Receivables to a Collection Account or a Lock-Box. The Seller Such Originator (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer, or an such Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Lenders as the Buyer’s ultimate assignees) and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) The Seller (or the Servicer on its behalf) . Such Originator will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller Such Originator shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or Account, such Originator will cause the Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateralto, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the instructions of) the Person entitled to such depositfunds. The Seller Such Originator will not, and will not permit the Servicer, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) The Seller funds. Such Originator shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Such Originator shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Agent and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. (ii) . The Seller Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrower shall not permit funds other than -66- Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) funds. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Servicer shall ensure that no disbursements are made Upon receipt from any Collection Account, other than Account Bank of notice that such disbursements that are made at the direction and for the account of the Seller or, with respect Collection Account Bank is terminating or intends to terminate any Excluded Collection AccountAccount Control Agreement, the related Excluded Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a different Collection Account Owneror a Lock-Box that is subject to an Account Control Agreement that has not been terminated (or that the applicable Collection Account Bank does not intend to terminate).

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower (other than in a Collection Account), the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller Borrower (or the Servicer on its behalf) will cause each Collection Account Bank use commercially reasonable efforts to comply with the terms of enforce each applicable Account Control Agreement other than with respect to (x) Agreement. At all times after the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j)Closing Date, the Seller Borrower shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller At all times after the Closing Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) funds. The Seller Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer , which consent shall ensure that no disbursements are made from any Collection Accountnot be unreasonably withheld, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Ownerconditioned or delayed.

Payments on Receivables, Collection Accounts. (i) The Seller Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account Account, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Borrower (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The Seller If the Approved Account Conditions are not then satisfied, each Borrower (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) The Seller . Each Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrowers shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral (ii) Affiliate Collections, to be deposited into any Collection Account except with respect to Account. If any amounts received in respect of Excluded Receivables; provided Affiliate Collections or any other funds that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds do not representing constitute Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrowers (or the Servicer on its behalf) shall will within two (2) Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Borrowers will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) other than commingling of Affiliate Collections in any Collection Account. The Seller Borrowers shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrowers shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer Each Borrower shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Seller orBorrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), the Borrowers (or the Servicer on its behalf) shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) the Borrowers (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Borrowers (or the Servicer on its behalf) shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Excluded Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Borrower) from time to time identified to such obligor; and (iv) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Borrowers (or the Servicer on its behalf) shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box); and(v) either (x) promptly (but in any event within the time period designated by the Administrative Agent) following the deposit of any Subject Obligor Collections into any Approved Account, the related Excluded Borrowers (or the Servicer on its behalf) shall cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account Ownershall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections) or (y) within 30 days following the occurrence of such Event of Default or Ratings Event (or such longer period as consented to in writing by the Administrative Agent in its sole discretion), cause each Approved Account to be covered by an Account Control Agreement.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. The Seller Servicer will promptly (or but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, the Servicer on its behalfwill promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). The Servicer will, and will cause the Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. The Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Sellera Borrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) . The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with enforce the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral (ii) Affiliate Collections, to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or the Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such deposit. The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.any

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

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

Payments on Receivables, Collection Accounts. (i) The Seller (or Each Originator will, on and after the Servicer on its behalf) will at all timesInitial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) Each Originator will, and will cause the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originatorssuch Originator. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Buyer or the Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Agents, the Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. (ii) The Seller (or . At all times after the Servicer on its behalf) will cause Closing Date, each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller Originator shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral Related Rights to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller Account, such Originator will, within two (or the Servicer on its behalf2) shall Business Days, identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Originators will not, and will not permit the Servicer, any Originator or any other Person to to, commingle Collections or other funds to which the Buyer, the Administrative Agent, any Group Agent or any other Secured Party is entitled, entitled with any other funds except as set forth herein. (iii) funds. The Seller Originators shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller An Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer Each Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerBorrower.

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

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

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box, in each case, that is titled in the name of the Buyer. The Seller Each Originator (or the Master Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Selleran Originator, the Buyer or the Master Servicer, or an Originator, it shall hold (or cause the Buyer or the Master Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Group Agents Purchasers and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. . The Originators shall not permit funds other than (i) Collections on Pool Receivables and the Related Rights and (ii) The Seller (or the Servicer on its behalf) will cause each Collection Account Bank Affiliate Collections, to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) be deposited into any Excluded Collection Account. Except with respect to In the event that any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be the Related Rights are deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇Account, the Seller shall use commercially reasonable efforts to Originators will cause all such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or the Master Servicer on its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateralto, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days Days, transfer such funds out of such depositthe Collection Accounts. The Seller will not, and will not permit Originators shall provide such information with respect to Affiliate Collections deposited into any Collection Account as reasonably requested by the Servicer, any Originator Buyer or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) from time to time. The Seller Originators shall only add (or permit the Master Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Originators shall only terminate a Collection Account Bank (or permit the Master Servicer to terminate) or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerBuyer.

Payments on Receivables, Collection Accounts. (i) The Seller (or the Servicer on its behalf) will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after becoming aware of such receipt) remit such funds into a Collection Account. . The Servicer shall instruct (i) all obligors on Excluded Receivables and (ii) The Seller all payors of amounts owing to the Originators or their Affiliates (which do not constitute Pool Receivables or the Servicer on its behalf) will cause other Collateral), in each case, to remit payments with respect thereto to any bank account or other location that does not constitute a Collection Account Bank or a Lock-Box. The Servicer shall use commercially reasonable efforts to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit ensure that no funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be are deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon the request of the Administrative Agent. The Seller (or Account, the Servicer on its behalfwill within two (2) shall Business Days identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days of such depositfunds. The Seller Servicer will not, and will not permit the ServicerBorrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds except as set forth herein. (iii) funds. The Seller Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Commencing on the date that is 30 days following the Closing Date, the Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account OwnerBorrower.

Payments on Receivables, Collection Accounts. (i) The Seller Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box; provided, that, with respect to any Receivables, the Originator of which is FCX Performance, Inc. (such Originator, “FCX”; such Receivables, the “FCX Receivables”), up to five percent (5%) of payments related to such FCX Receivables may be remitted into an account that is not a Collection Account; provided, further, that upon notice by the Majority Group Agents to the Borrower that such remittance into an account that is not a Collection Account shall no longer be permitted, the Borrower shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) (or instruct the Servicer and FCX to) (x) transfer the funds related to the FCX Receivables that are on deposit in an account other than a Collection Account into a Collection Account, (y) no longer deposit such funds into an account other than a Collection Account and (z) instruct the related obligors to deposit any such funds into a Collection Account. The Seller Borrower (or the Servicer on its behalf) will, and will cause the each Originator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the SellerBorrower, the Servicer, Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. Account (ii) subject to the proviso above). The Seller Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection AccountAgreement. Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller The Borrower shall not permit funds other than Collections on Pool Receivables and other Sold Assets Collateral and Seller Collateral remittances of funds for Subject Receivables (subject to the proviso below) to be deposited into any Collection Account except with respect to any amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by ▇▇▇▇▇’▇, the Seller shall use commercially reasonable efforts to cause all Account. If such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral to no longer be are nevertheless deposited into any Collection Account promptly upon Account, the request of the Administrative Agent. The Seller Borrower (or the Servicer on its behalf) shall shall, within two (2) Business Days, (x) identify and transfer any such funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two and (2y) Business Days of instruct such depositPerson to no longer deposit any such funds into any such Collection Account. The Seller Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds; provided, that, up to twenty percent (20%) of monthly cash receipts will be permitted to be related to the Subject Receivables; provided, further that, upon notice by the Majority Group Agents to the Borrower that such commingling shall no longer be permitted, the Borrower shall promptly (but in no event later than the thirtieth (30th) calendar day following the date of such notice) instruct the Servicer, the related Subject Originator or such other Person to (x) transfer such funds except as set forth herein. related to the Subject Receivables into an account other than a Collection Account, (iiiy) no longer deposit such funds into any Collection Account and (z) instruct the related obligors to no longer deposit any such funds into any such Collection Account. The Seller Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Seller Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.