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

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box or a Lock-Box. The Servicer 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 Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to 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 a Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Servicer will enforce the terms of each applicable Account Control Agreement. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit any Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)

Payments on Receivables, Collection Accounts. (i) The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer will, and 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 Servicer willeach Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a Borrowerthe Seller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Servicer will enforce . (ii) Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the terms of each applicable Account Control Agreement. The Servicer 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. If Account except with respect to any Affiliate Collections 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 any other Ba2 by Moody’s, the Servicer shall use commercially reasonable efforts to cause all such funds that do not constitute representing Collections on Pool Receivables are and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the request of the Administrative Agent. The Servicer will shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Servicer will not, and will not permit any Borrowerthe Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. except as set forth herein. (iii) The Servicer shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Such Originator (or the Servicer will or a Sub-Servicer on its behalf) will, at all times, instruct all Obligors to deliver payments on the Pool Receivables (originated by such Originator) to a Collection Account, a Mail-Box Account or a Lock-Box. The Such Originator (or the Servicer will promptly (but in any event within two (2or a Sub-Servicer on its behalf) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The Servicer will, at all times, maintain such books and records as are necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables originated by such Originator and to permit the segregation of segregate such Collections from other property of the Servicer Servicer, the Sub-Servicers and the other 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 such Pool Receivables or other Collections (other than Subject Obligor Collections) are received by a Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Such Originator (or the Servicer or a Sub-Servicer on its behalf) will enforce cause each Collection Account Bank to comply with the terms of each applicable Collection Account Control Agreement. The Servicer Such Originator shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, such Originator (or the Servicer will or Sub-Servicer on its behalf) shall within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Servicer Such Originator will not, and will not permit any Borrowerthe Servicer, any Sub-Servicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer shall only add a Collection Account Such Originator (or a related Lock-Box), the Servicer or a Collection Account Bank to those listed Sub-Servicer 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 theretoits behalf) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The 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 pursuant to the direction and for the account terms of the Borrowers and (ii)this Agreement.

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

Payments on Receivables, Collection Accounts. The Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box or a Lock-Box. The 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 Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to 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 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 a Borrowerthe Borrowers, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Each Borrower (or the Servicer on its behalf) will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer Borrowers shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are deposited into any Collection Account, the Borrowers (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrowers will not, and will not permit any Borrowerthe Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The Servicer 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 Servicer 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 Borrowers and (ii)

Payments on Receivables, Collection Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and 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 Servicer willeach Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a Borrowerthe Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Seller (or the Servicer on its behalf) will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer 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. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Seller will not, and will not permit any Borrowerthe Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer 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 Servicer Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Seller.

Payments on Receivables, Collection Accounts. The Seller (or the Master Servicer on its behalf) will, and will cause any Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Seller (or the Master Servicer on its behalf) will, and will promptly (but in cause any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The Servicer willOriginator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, Receivables and (ii) to permit the segregation of segregate such Collections from other property of the Master 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 Agentany Originator. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by a Borrowerthe Seller, the Master Servicer or an any Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchaser and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Seller (or the Master Servicer on its behalf) will enforce use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer Seller shall use commercially reasonable efforts not to permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, other Sold Assets and Seller Collateral to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Seller (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Seller will not, and will not permit any Borrowerthe Master Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer Seller shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent Purchaser has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent Purchaser from the applicable Collection Account Bank. The Servicer Seller 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 AgentPurchaser. The Servicer Seller shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Seller.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer 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 Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Servicer will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited 777387928 25783263 into any Collection Account; provided, however, that, subject to the Servicer’s obligations below with respect to Ineligible Collection Accounts and only so long as no Event of Default or Cease Commingling Period has occurred and is continuing, the Servicer may permit Ineligible Collection Accounts to continue receiving and disbursing funds of the Originators in the ordinary course of business consistent with such Originator’s regular business practice as in effect on the Closing Date. If such funds are nevertheless deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are deposited into any Collection AccountAccount (including as permitted by the foregoing proviso), the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds, except as expressly permitted above with respect to Ineligible Collection Accounts. The Servicer will not, and will not permit any the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The 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 cause each Collection Account to cease being an Ineligible Collection Account by March 21, 2025. The Servicer shall ensure that no disbursements are made from any Collection AccountAccount (other than Ineligible Collection Accounts, subject to the Servicer’s foregoing obligations with respect thereto), other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Borrower.

Payments on Receivables, Collection Accounts. (i) The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer will, and 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 Servicer willeach Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a Borrowerthe Seller, the Servicer Servicer, or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Servicer will enforce . (ii) Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the terms of each applicable Account Control Agreement. The Servicer 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. If Account except with respect to any Affiliate Collections 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 any other Ba2 by ▇▇▇▇▇’▇, the Servicer shall use commercially reasonable efforts to cause all such funds that do not constitute representing Collections on Pool Receivables are and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the request of the Administrative Agent. The Servicer will shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Servicer will not, and will not permit any Borrowerthe Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. except as set forth herein. (iii) The Servicer shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Seller or, with respect to any Excluded Collection Account, the related Excluded Collection Account Owner.

Payments on Receivables, Collection Accounts. The Servicer will Such Originator will, at all times, instruct all Obligors to deliver payments on the its Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Such Originator (or the Servicer will promptly (but in any event within two (2on its behalf) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. The Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate such Collections from other property of the Servicer and the other 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 a Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Servicer Originators will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer Originators shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Originators will cause the Servicer will to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer Such Originator will not, and will not permit any Borrowerother Person, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer 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 Servicer 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), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii).

Payments on Receivables, Collection Accounts. The Servicer Seller will at all timesor will cause the Originators to, on and after the Initial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer Seller will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, or will cause such Collections to be deposited directly into a Collection Account. The Servicer willthe Originators to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate such Collections from other property of the Servicer Seller 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 a Borroweran Originator, the Servicer Seller or an Originatorthe Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Servicer will enforce At all times after the terms of each applicable Account Control Agreement. The Servicer Closing Date, the Seller shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, Related Rights to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Servicer Seller will or will cause the Originators to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Seller will not, and will not permit any Borrower, any Originator or any other Person to to, commingle Collections or other funds to which the Buyer, the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, entitled with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer Seller shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Seller 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 Seller shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Buyer.

Payments on Receivables, Collection Accounts. The Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box or a Lock-Box. The 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 Each Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to 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 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 a the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Each Borrower (or the Servicer on its behalf) will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer Borrowers shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are deposited into any Collection Account, the Borrowers (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrowers will not, and will not permit any Borrowerthe Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The Servicer 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 Servicer 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 Borrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred: (i) within two (2) Business Days of the deposit of any Affiliate Collections into any Collection Account (or the related Lock-Box), the Borrowers (or the Servicer on its behalf) shall identify the portion of funds deposited into each Collection Account (and any related Lock-Box) that represent Affiliate Collections; (ii) the Borrowers (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (a) identify Affiliate Collections received from time to time and (b) segregate such Affiliate Collections from Collections on Pool Receivables and other Collateral; (iii) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Borrowers (or the Servicer on its behalf) shall instruct the obligor of each Affiliate Receivable to cease remitting payments with respect to all Affiliate Receivables to any Collection Account or Lock-Box and to instead remit payments with respect thereto to any other account or lock-box (other than a Collection Account or Lock-Box or any other account owned by the Borrower) from time to time identified to such obligor; and (iv) if requested by Administrative Agent following the occurrence of a Ratings Event Level II, the Borrowers (or the Servicer on its behalf) shall take commercially reasonable efforts to ensure that no Affiliate Collections are deposited into any Collection Account (or the related Lock-Box).

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-BoxLock‑Box. The Borrower (or the Servicer on its behalf) will, and 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 Servicer willeach Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 are received by the Borrower (other than Subject Obligor Collections) are received by in a BorrowerCollection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will enforce use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer At all times after the Closing Date, the Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer At all times after the Closing Date, the Borrower will not, and will not permit any Borrowerthe Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer Borrower shall only add a Collection Account (or a related Lock-Box), Lock‑Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, 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 (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)conditioned or delayed.

Payments on Receivables, Collection Accounts. (i) The Master Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer 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 Master Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, Receivables and (ii) to permit the segregation of segregate such Collections from other property of the Master 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 Agentany Originator. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by a Borrowerthe Seller, the Master Servicer or an any Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchaser and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Servicer will enforce the terms of each applicable Account Control Agreement. The Master Servicer shall use commercially reasonable efforts not to permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, other Sold Assets and Seller Collateral to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Master Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Master Servicer will not, and will not permit any Borrowerthe Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Master Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent Purchaser has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent Purchaser from the applicable Collection Account Bank. The Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Purchaser.

Payments on Receivables, Collection Accounts. The Each Servicer will at all times, times instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer 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 Each Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate such Collections from other property of the such 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 a Borroweran SPV Entity, the such Servicer or an Originator, it (i) each Servicer shall cause each such party to hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties Parties, and (ii)(A) with respect to funds being remitted to an account other than the Foreign Originator Accounts, it shall cause each such party to promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account and (B) with respect to funds being remitted to a Foreign Originator Account, the UK Servicer, the Swiss Servicer and the Canadian Servicer shall cause the UK Originator, a Swiss Originator or a Canadian Originator, as applicable, to sweep all Collections corresponding to Eligible Receivables to the applicable Collection Account promptly but in any event no later than one week after receipt. The Each Servicer will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The No Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, Supporting Assets to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do are not constitute Collections on Pool Receivables or other Supporting Assets are deposited into any Collection Account, the applicable Servicer will within two (2) Business Days of an SPV Entity or Servicer obtaining knowledge thereof and, in any case, not later than one week after receipt thereof, identify and transfer such funds to the appropriate Person entitled to such funds. The No Servicer will, or will notpermit an SPV Entity, and will not permit any Borrower, any an Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds, except as expressly permitted herein. The UK Servicer, the Swiss Servicer and the Canadian Servicer shall use commercially reasonable efforts to ensure that on and after each Post-Closing Foreign Originator Account Compliance Date, all Collections with respect to each Receivable for which a Foreign Obligor Consent was obtained are being paid directly to a Collection Account and not paid to a Foreign Originator Account or any other deposit account. If for any reason, on and after a Post-Closing Foreign Originator Account Compliance Date, such Collections are received in a Foreign Originator Account and not received in a Collection Account during any Fiscal Month, then the Administrative Agent (in its sole discretion) may by written notice to the UK Servicer, the Swiss Servicer and the Canadian Servicer, as applicable, deem such Receivables for which a Foreign Obligor Consent was obtained and for which any or all Obligors made such payments into a Foreign Originator Account (or an associated Lock-box) and not a Collection Account during such Fiscal Month to not constitute Eligible Receivables, and such Receivables shall not constitute Eligible Receivables for any purpose of the Transaction Documents. The Servicers 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 Servicer Servicers 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 Each Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)an SPV Entity.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account, a Mail-Box Account or a Lock-BoxBox or (B) so long as each of the Exception Account Conditions are then satisfied, an Exception Account. The Servicer will promptly (but shall, and shall cause each Originator to remit all Collections received in any event within two Exception Account directly to a Collection Account no later than one (21) Business Days) Day following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Accountthereof. The Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate such Collections from other property of the Servicer Servicer, the Transferor 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 a the Borrower, the Servicer Servicer, the Transferor or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Servicer will enforce the terms of each applicable ; provided that any Collections received in an Exception Account Control Agreementshall be directly transferred to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit any the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii).

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to (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, a Mail-Box Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and 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 Servicer willeach Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer Borrower (i) shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Sweep Account or Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit any Borrowerthe Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer Borrower shall only add a Sweep Account or Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and and, in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer Borrower shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers Borrower or, with respect to a Collection Account, at the direction of the Borrower. Upon the request of the Administrative Agent at any time that a Daily Reporting Period, Unmatured Event of Default or Event of Default is then continuing, the Borrower shall identify and segregate any Collections on Ineligible Dexcom Receivables apart from other Collections within two (ii)2) Business Days of receipt of such Collections on Ineligible Dexcom Receivables.

Payments on Receivables, Collection Accounts. The Servicer Such Originator will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer 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 Servicer Such Originator will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 AgentOriginator. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by a Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that, subject to such Originator’s obligations below with respect to Ineligible Collection Accounts and only so long as no Event of Default or Cease Commingling Period has occurred and is continuing, such Originator may permit Ineligible Collection Accounts to continue receiving and disbursing funds of such Originators in the ordinary course of business consistent with such Originator’s regular business practice as in effect on the Closing Date. The Servicer will enforce the terms of each applicable Account Control Agreement. The Servicer Such Originator shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account, except as expressly permitted above with respect to Ineligible Collection Accounts. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables are deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Such Originator will not, and will not permit any Borrower, any Originator or any other Person to commingle Collections or other funds to which the Buyer, the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any funds, except as expressly permitted above with respect to Ineligible Collection AccountAccounts. The Servicer Such Originator shall only add a cause each Collection Account (or a related Lock-Box), or a to cease being an Ineligible Collection Account Bank by March 21, 2025 and prior to those listed on Schedule II to this Agreement, if such date shall keep detailed records of any amount deposited into an Ineligible Collection Account that are not Collections and promptly identify the Administrative Agent has received notice owner of such addition amounts and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable disburse such amounts to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)owner.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to (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, a Mail-Box Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and 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 Servicer willeach Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer Borrower (i) shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Sweep Account or Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit any Borrowerthe Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer Borrower shall only add a Sweep Account or Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and and, in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer Borrower shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Borrower or, with respect to a Collection Account, at the direction of the Borrower.

Payments on Receivables, Collection Accounts. The Subject to Section 7.04, the Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Mail-Box Account or a Lock-Box. The Servicer 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 Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to permit the segregation of segregate 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 a Borrowerthe Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Servicer will enforce cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, Supporting Assets to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit any Borrowerthe Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the Borrowers and (ii)Seller.