Common use of Collection Accounts Clause in Contracts

Collection Accounts. (a) In accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.

Collection Accounts. (a) In accordance with this Agreement The Borrower will establish or maintain (or, subject to Section 10.3(d), will cause a Third Party Collection Agent to establish and the Account Control Agreementmaintain) one or more collection bank accounts (each, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the a “USD Pass-Through Collection Account”) at the office of the Administrative Agent, one and the Credit Parties will direct (x) each account debtor of any Credit Party (including, without limitation, Acceptable Obligors, account debtors under Acceptable Tax Credits (to the extent permitted under the applicable program), Approved Co-Financiers and Licensing Intermediaries) to remit all amounts due and payable to any Credit Party directly to the applicable Collection Account (or, solely in the case of foreign receivables relating to Covered Products that are licensed through a Licensing Intermediary, to a Licensing Intermediary Bank Account) and (y) each Hedge Bank to remit to a Collection Account all payments due to any Credit Party under or in respect of the Secured Hedge Agreements, if any. Prior to the occurrence and continuance of an Event of Default, the Borrower shall disburse all amounts on deposit in any Collection Account (other than amounts on deposit in Third Party Collection Accounts) pursuant to Section 2.04(c). (b) The Borrower will execute such documentation as may be required by the Administrative Agent in order to effectuate the provisions of this Section 10.03. (c) In the event the Credit Parties receives payment from any Person, which will be designated the “USD Interest payment should have been remitted directly to a Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Credit Parties shall hold such payment or proceeds in trust for the Administrative Agent (for the benefit of the Secured Parties) and shall promptly remit such payment or proceeds to the appropriate Collection Account”), which shall Account to be maintained by the Borrower with the Custodian applied in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date terms of this Agreement. (d) In the event that, in accordance with this Agreement and the Account Control pursuant to an Approved Co-Financing Agreement, the Collateral Agent shall establish at applicable Approved Co-Financier requires that an independent collection account manager manage the Custodian (i) two (2) CAD-denominated accounts in Collection Account for the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (togetherapplicable Covered Product, the “CAD Credit Parties may engage Fintage Collection Account”)Account Management B.V., which shall be maintained Freeway CAM B.V. or another collection account manager approved by the Borrower with Administrative Agent (each, a “Third Party Collection Agent”) to establish, maintain and manage the Custodian in accordance with the Collection Account Control Agreement and which shall be subject to the Lien at an office of the Collateral AgentAdministrative Agent (each such account, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the a “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Third Party Collection Account”) pursuant to a customary collection account management agreement in form and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject substance reasonably acceptable to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of (each of the non-Dollar accounts comprising the a “Third Party Collection AccountAgreement”). All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.131 SECTION 10.04

Collection Accounts. (a) In accordance with this Agreement Indenture and the applicable Securities Account Control AgreementAgreements, the Collateral Agent shallTrustee, on or prior to the Closing Date, will establish at the Custodian three six segregated accounts, one of which shall be designated the “Reinvesting Interest Collection Subaccount” and one of which shall be designated the “Reinvesting Principal Collection Subaccount” (3) Dollar-denominated segregated trust accounts which, together with the Reinvesting Interest Collection Subaccount, will comprise the “Reinvesting Collection Account”), each held in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection AccountABPCI Direct Lending Fund CLO XIII Ltd”, one of which will shall be designated the “USD First Static Interest Collection AccountSubaccount” and one of which shall be designated the “USD First Static Principal Collection AccountSubaccount” (collectivelywhich, together with the First Static Interest Collection Subaccount, will comprise the “USD First Static Collection Account”), each held in the name of “ABPCI Direct Lending Fund CLO XIII First Static Subsidiary Ltd” and one of which shall be designated the “Second Static Interest Collection Subaccount” (together with the Reinvesting Interest Collection Subaccount and the First Static Interest Collection Subaccount, the “Interest Collection Subaccounts”) and one of which shall be designated the “Second Static Principal Collection Subaccount” (together with the Reinvesting Principal Collection Subaccount and the First Static Principal Collection Subaccount, the “Principal Collection Subaccounts”) (which, together with the Second Static Interest Collection Subaccount, will comprise the “Second Static Collection Account”) each held in the name of “ABPCI Direct Lending Fund CLO XIII Second Static Subsidiary Ltd”, each of which shall be subject to the lien of U.S. Bank Trust Company, National Association, as Trustee for the benefit of the Secured Parties, and each of which shall be maintained by the Borrower with the Custodian in accordance with the applicable Securities Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.Control

Collection Accounts. Borrowers shall ensure that all collections of Receivables (aincluding, without limitation, all scheduled payments, all prepayments, all overdue payments, all insurance proceeds, recoveries and all cash receipts and proceeds in respect of the underlying automobile securing the Receivables), all other amounts remitted by any Account Debtor, an insurer, any other Person making a payment on a Receivable or in connection with proceeds of the underlying automobile securing such Receivable, the proceeds of sales of Automobile Inventory and the proceeds of all other Collateral are deposited into a Collection Account within one (1) In accordance with Business Day of receipt thereof. Borrowers shall cause all payments of Receivables and other proceeds of the sale of Automobile Inventory and other Collateral to be deposited into a Collection Account. Until such time as any Receivables collections or other proceeds of Collateral are deposited by the Borrowers into the applicable Collection Account, such collections and proceeds shall be held in trust for the benefit of Administrative Agent and the other Lender Parties. The Collection Accounts shall be swept automatically on a weekly basis and the depository bank maintaining a Collection Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into such Collection Account (other than $300 or such other nominal amount in each account which the depository bank may require to be held as a compensating balance) to the Payment Account or such other bank account as Administrative Agent or Additional Collateral Agent, as the case may be, may from time to time designate for such purpose. Borrowers hereby confirm and agree that all amounts deposited in the Collection Accounts and any other funds received and collected by Administrative Agent or Additional Collateral Agent, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Notwithstanding and without limiting any other provision of this Agreement and or any of the other Loan Documents, Administrative Agent shall apply all funds transferred from the Collection Accounts into the Payment Account Control Agreement, the or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 as set forth in Section 2.14 hereof and subject to the clearance period set forth in Section 2.8 hereof. If a credit balance exists with respect to the Collection Accounts as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Borrowers, but shall, on or prior subject to the Closing Dateterms of Section 2.14 hereof, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian available to Borrowers in accordance with the terms of this Agreement. All funds transferred from the Collection Accounts into the Payment Account Control Agreement and which or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 shall be applied to reduce the Indebtedness (or be made available to Borrowers in accordance with Section 2.14 hereof), but, for purposes of calculating interest hereunder, shall be subject to the Lien of the Collateral Agenta four (4) Business Day clearance period. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts All Items deposited in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which Accounts shall be subject to final payment. If any such Item is returned uncollected, the Lien Borrowers will immediately pay the Administrative Agent, for the account of the Lender Parties, or, for Items deposited in the Collection Accounts, the bank maintaining such account, the amount of that Item, or such bank at its discretion may charge any uncollected Item to the Borrowers’ commercial account or other account. The Borrowers shall be liable as an endorser on all Items deposited in the Collection Accounts, whether or not in fact endorsed by Borrowers. Upon Administrative Agent’s or Additional Collateral Agent’s request any time following the occurrence of an Event of Default, Borrowers agree to establish and maintain a lockbox with a bank acceptable to Administrative Agent or Additional Collateral Agent and to execute with such bank a lockbox agreement acceptable to Administrative Agent or Additional Collateral Agent, (ii) two (2) EUR-denominated accounts as applicable, in its sole discretion. Thereafter, Borrowers shall ensure that all collections of Receivables and the name proceeds of other Collateral are paid directly by the Account Debtors to the lockbox and to the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the lockbox but are received by a Borrower, one of which will be designated the “EUR Interest Collection Account” such collections and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which proceeds shall be maintained by held in trust for the Borrower with the Custodian in accordance with the Account Control Agreement benefit of Administrative Agent and which shall be subject to the Lien of the Additional Collateral Agent and within one (iii1) two (2) GBP-denominated accounts in the name Business Day of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which receipt thereof shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject remitted via overnight mail to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon for deposit, in the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted form received, to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.lockbox

Collection Accounts. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, “Collection Accounts”) In accordance maintained with JPMorgan or an Affiliate thereof or other financial institutions. Collection Accounts shall be subject to account control agreements, in form and substance acceptable to the Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections referred to in the first 77 sentence of this Agreement and Section 6.25 are received by the Account Control AgreementBorrower, a Subsidiary, or any other Person, such collections shall be deemed to have been received by the Borrower, such Subsidiary or such other Person in trust for the Agent, and, upon the Borrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the Collateral Borrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, in their original form, for deposit into a Collection Account. Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collection Accounts, and all amounts constituting collections required to be deposited into Collection Accounts shall be the sole property of the Agent shall, for the benefit of the Holders of Secured Obligations and shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Account described in this Section 6.25 not already subject to a control agreement on or prior to the Closing Date, establish the Borrower and its Subsidiaries shall have ninety (90) days from the later of the Closing Date and the date on which such Collection Account is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Collection Accounts shall be released, in a manner mutually satisfactory to the Borrower and the Agent, on a daily basis to the Borrower’s operating accounts maintained with JPMorgan Chase Bank, National Association, and such released amounts shall be automatically released from the Lien created by the Security Agreement and cease to be Collateral without delivery of any instrument or performance of any act by any party, and all rights to such released amounts shall revert to the Borrower or applicable Subsidiary. In connection therewith, the Agent, at the Custodian three (3) Dollar-denominated segregated trust accounts in the name request and sole expense of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” shall execute and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by deliver to the Borrower with all releases or other documents reasonably necessary or desirable for the Custodian in accordance with the Account Control Agreement and which shall be subject to release of the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedreleased amounts.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with Bank One, NA or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, "Collection Accounts") In accordance with this Agreement subject to account control agreements, in form and the Account Control Agreement, the Collateral Agent shall, on or prior substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a first-priority perfected security interest in such collection accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with Bank One, NA or an Affiliate thereof shall be transferred at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of least once a week to one or more Collection Accounts maintained with Bank One, NA or an Affiliate thereof. If any collections are received by the Borrower, one of which will be designated the “USD Pass-Through Collection Account”a Subsidiary, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectivelyor any other Person, the “USD Collection Account”), which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “EUR Interest Collection Account” and one of which designated Agent, and, upon the “EUR Principal Collection Account” (togetherBorrower's, such Subsidiary's, or such other Person's receipt thereof, the “EUR Collection Account”)Borrower shall (or shall cause such Subsidiary or other Person) to immediately remit all of such collections, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject their original form, to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the BorrowerAgent, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Bank One or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have 90 days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X is opened or required converted to be deposited in the applicable Unfunded Reserve Account pursuant cause such account to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time become subject to time in the Collection Accounts pursuant to this Agreement shall be held on behalf one of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein providedaforementioned account control agreements. The Borrower and the Collateral Manager agree Pre-Funded Letter of Credit Account shall not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedconstitute a Collection Account.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with Bank One, NA or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, "Collection Accounts") In accordance with this Agreement subject to account control agreements, in form and the Account Control Agreement, the Collateral Agent shall, on or prior substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a first-priority perfected security interest in such collection accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with Bank One, NA or an Affiliate thereof shall be transferred at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of least once a week to one or more Collection Accounts maintained with Bank One, NA or an Affiliate thereof. If any collections are received by the Borrower, one of which will be designated the “USD Pass-Through Collection Account”a Subsidiary, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectivelyor any other Person, the “USD Collection Account”), which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “EUR Interest Collection Account” and one of which designated Agent, and, upon the “EUR Principal Collection Account” (togetherBorrower's, such Subsidiary's, or such other Person's receipt thereof, the “EUR Collection Account”)Borrower shall (or shall cause such Subsidiary or other Person) to immediately remit all of such collections, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject their original form, to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the BorrowerAgent, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Bank One or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have 90 days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X is opened or required converted to be deposited in the applicable Unfunded Reserve Account pursuant cause such account to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time become subject to time in the Collection Accounts pursuant to this Agreement shall be held on behalf one of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedaforementioned account control agreements.

Collection Accounts. The Servicer hereby agrees as follows (ai) In accordance with this Agreement each Collection Account shall be or shall have been established in the name of, or transferred to the name of, an Originator and the Account Control Agreementfunds deposited therein from time to time shall not be commingled with any funds of any Originator or Subservicer, any Seller, the Collateral Agent shall, on Servicer or prior to any Affiliate thereof; (ii) the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts Concentration Account shall be or shall have been established in the name of the BorrowerBorrower and the funds deposited therein from time to time shall not be commingled with any funds of any Originator or Subservicer, one any Seller, the Servicer or any Affiliate thereof; (iii) the location of each Collection Account and the Concentration Account shall not be changed without the consent of the Administrative Agent, which will consent shall not be designated unreasonably withheld, delayed or conditioned; (iv) to cause all Collections on account of the “USD Pass-Through Receivables which are paid electronically to be wired directly to a Collection Account”; (v) to cause all Collections on account of the Receivables which are paid by check to be mailed directly to the related Lockbox and to deposit such Collections into a Collection Account within one (1) Business Day of receipt; (vi) not to suffer or permit any funds other than such Collections (other than collections with respect to accounts receivable that previously were “Receivables” and that were repurchased under the Transaction Documents) to be mailed to Lockboxes or deposited into Collection Accounts; (vii) until deposited in a Collection Account or the Concentration Account, one of which will all Collections received by the Servicer shall be designated held in trust for the “USD Interest Borrower and its assignees; (viii) to cause all funds on deposit in the Collection Accounts to be transferred daily to the Concentration Account (either directly or by transfer through another Collection Account” and one of which designated ); (ix) to make the “USD Principal Collection Account” necessary bookkeeping entries to reflect such Collections on the Records; (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian x) to apply all such Collections as provided in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control other Transaction Documents; and (xi) not to amend or modify any term of any Lockbox Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement or Bailee and which shall be subject Security Agreement or the direction as to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds Collections or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time other amounts in the Collection Accounts pursuant to this Agreement shall be held on behalf and/or the Concentration Account without the prior written consent of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedAdministrative Agent.

Collection Accounts. Each deposit account (aother than Excluded Deposit Accounts, unless otherwise requested by the First Lien Debt Agent) In accordance which receives any proceeds of Collateral shall be maintained by Credit Parties pursuant to lockbox and blocked account arrangements acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with this Agreement BofA or such other banks as may be selected by Credit Parties and be acceptable to Administrative Agent (each bank maintaining a Collection Account, a “Collection Bank” and collectively, the “Collection Banks”). Subject to the terms of the Intercreditor Agreement, all such blocked account arrangements shall provide for the Administrative Agent’s and the Account Control First Lien Debt’s Agent’s “control” (within the meaning of the Uniform Commercial Code) of the relevant Collection Accounts, and if an Event of Default occurs and is continuing, dominion by Administrative Agent and the First Lien Debt Agent over all cash or other assets deposited into such accounts. Subject to the terms of the Intercreditor Agreement, upon the Collateral occurrence of an Event of Default, Administrative Agent shallshall be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the instructions of Administrative Agent relating to each Collection Account maintained by such Collection Bank (each such notice, on a “Dominion Notice”). On or prior to the Closing Datedate hereof, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name Borrower shall deliver to Administrative Agent a control agreement for each Collection Account maintained as of the BorrowerClosing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, one of which will each such control agreement to be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” in form and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject substance acceptable to Administrative Agent. Subject to the Lien terms of the Collateral Agent. On or Intercreditor Agreement, after the date occurrence and during the continuance of this Agreementan Event of Default, all funds deposited in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal any Collection Account shall collectively be immediately become the “property of Administrative Agent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by each Collection Account”. In accordance with the Account Control AgreementBank in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the funds so deposited. Administrative Agent upon the opening assumes no responsibility for lockbox and blocked account arrangements, including, without limitation, any claim of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets accord and satisfaction or release with respect to deposits accepted by any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedbank thereunder.

Collection Accounts. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, “Collection Accounts”) In accordance maintained with JPMorgan or an Affiliate thereof or other financial institutions. Collection Accounts shall be subject to account control agreements, in form and substance acceptable to the Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on 83 deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections referred to in the first sentence of this Agreement and Section 6.25 are received by the Account Control AgreementBorrower, a Subsidiary, or any other Person, such collections shall be deemed to have been received by the Borrower, such Subsidiary or such other Person in trust for the Agent, and, upon the Borrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the Collateral Borrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, in their original form, for deposit into a Collection Account. Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collection Accounts, and all amounts constituting collections required to be deposited into Collection Accounts shall be the sole property of the Agent shall, for the benefit of the Holders of Secured Obligations and shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Account described in this Section 6.25 not already subject to a control agreement on or prior to the Closing Date, establish the Borrower and its Subsidiaries shall have ninety (90) days from the later of the Closing Date and the date on which such Collection Account is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Collection Accounts shall be released, in a manner mutually satisfactory to the Borrower and the Agent, on a daily basis to the Borrower’s operating accounts maintained with JPMorgan Chase Bank, National Association, and such released amounts shall be automatically released from the Lien created by the Security Agreement and cease to be Collateral without delivery of any instrument or performance of any act by any party, and all rights to such released amounts shall revert to the Borrower or applicable Subsidiary. In connection therewith, the Agent, at the Custodian three (3) Dollar-denominated segregated trust accounts in the name request and sole expense of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” shall execute and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by deliver to the Borrower with all releases or other documents reasonably necessary or desirable for the Custodian in accordance with the Account Control Agreement and which shall be subject to release of the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedreleased amounts.

Collection Accounts. (a) In accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to As of the Closing Date, establish at Borrower has (i) pursuant to the Custodian three Lockbox Agreement (3) Dollar-denominated segregated trust accounts General Collection Account), established and will thereafter maintain with Lockbox Bank, in the name of Borrower for the Borrowerbenefit of Administrative Agent on behalf of Lenders, one as secured party, a certain collection account for the collection of which will be designated certain proceeds from the Property as and to the extent more particularly set forth herein (the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD General Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject (ii) pursuant to the Lien of the Collateral Agent. On or after the date of this AgreementLockbox Agreement (Retail Collection Account), in accordance established and will thereafter maintain with this Agreement and the Account Control AgreementLockbox Bank, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of BorrowerBorrower for the benefit of Administrative Agent on behalf of Lenders, one as secured party, a certain collection account for the collection of which will be designated proceeds from the Retail Units only (the “CAD Interest Retail Collection Account”). On or prior to December 9, 2021, Hotel Lessee shall, and Borrower shall cause Hotel Lessee to, pursuant to the Lockbox Agreement (Hotel Collection Account), establish and will thereafter maintain with Lockbox Bank, in the name of Hotel Lessee for the benefit of Administrative Agent on behalf of Lenders, as secured party, a certain collection account for the collection of proceeds from the Hotel Unit only (the “Hotel Collection Account”, and together with the General Collection Account and the Retail Collection Account, each a “Collection Account” and, collectively, the “Collection Accounts”). Each of the Collection Accounts shall be established and maintained as a non-interest-bearing deposit account. The Collection Accounts and the funds deposited therein shall serve as additional security for the Loan. In recognition of Administrative Agent’s security interest in the funds deposited into the Collection Accounts, Borrower and Hotel Lessee, as applicable, shall identify each of the Collection Accounts with the name of Administrative Agent, as secured party. Each of the General Collection Account and the Retail Collection Account shall be under the sole dominion and control of Administrative Agent (as provided in the applicable Lockbox Agreement and this Agreement) and be named as follows: “1350 S Xxxxx LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – General Collection Account” and one of which designated the “CAD Principal Collection Account” (together1350 S Xxxxx LLC f/b/o Starwood Property Mortgage Sub-12-A, the “CAD L.L.C., as secured party and Administrative Agent – Retail Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agentrespectively. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Hotel Collection Account shall collectively be under the sole dominion and control of Administrative Agent (as provided in the applicable Lockbox Agreement and this Agreement) and be named as follows: “NRI Real Token Tenant, LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – Hotel Collection Account”. In accordance with Borrower and Hotel Lessee each agrees that, prior to the satisfaction in full of the Debt, the terms and conditions of any Lockbox Agreement shall not be amended or modified without the prior written consent of Administrative Agent (which consent Administrative Agent may grant or withhold in its sole discretion). Pursuant to the Lockbox Agreement (General Collection Account), (i) during the continuance of a Cash Management Period, all amounts on deposit in the General Collection Account Control shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Cash Management Period is in effect, all amounts on deposit in the General Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Borrower Operating Account. Pursuant to the Lockbox Agreement (Retail Collection Account), (i) during the continuance of an Event of Default, all amounts on deposit in the Retail Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Event of Default in continuing, all amounts on deposit in the Retail Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Borrower Operating Account or, if requested pursuant to written notice by Borrower to Administrative Agent and Lockbox Bank, a separate account controlled by Retail Manager. Pursuant to the Lockbox Agreement (Hotel Collection Account), (i) during the continuance of an Event of Default, all amounts on deposit in the Hotel Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Event of Default in continuing, all amounts on deposit in the Hotel Collection Account shall be transferred on a daily basis by the Lockbox Bank to the to an operating account (which shall be in Hotel Lessee’s name, under the sole dominion and control of Hotel Lessee, and in which neither Administrative Agent nor Lenders shall have a security interest) designated from time to time by Hotel Lessee (the “Hotel Lessee Operating Account”). Pursuant to the applicable Lockbox Agreement, the Collateral Agent shall provide notice Lockbox Bank will agree to transfer the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each full amount of the non-Dollar accounts comprising available balance on deposit in the Collection Account. All Dollar-denominated distributions on Accounts by federal wire transfer once every Business Day throughout the Collateral Assets and Term (including throughout any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05Extension Period) to the USD Interest Collection Cash Management Account, the Borrower Operating Account (or separate account controlled by Retail Manager) and/or the USD Principal Collection Hotel Lessee Operating Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with JPMorgan or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (a) In accordance with this Agreement and the Account Control Agreementsuch accounts, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection AccountAccounts”), which shall be . Collection Accounts maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which JPMorgan shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreementaccount control agreements, in accordance with this Agreement form and substance acceptable to the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”)Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections are received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (togethera Subsidiary, the “EUR Collection Account”)or any other Person, which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “GBP Interest Collection Account” (collectively with Agent, and, upon the USD Interest Collection AccountBorrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the CAD Interest Collection Account and the EUR Interest Collection AccountBorrower shall (or shall cause such Subsidiary or other Person to) immediately remit all of such collections, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Accountin their original form, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the JPMorgan or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have ninety (90) days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all Principal Proceeds times that (unless simultaneously reinvested i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied released, in a manner mutually satisfactory to the purposes herein provided. The Borrower and the Collateral Manager agree not Agent, on a daily basis to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable Borrower’s operating accounts are openedmaintained with JPMorgan Chase Bank, National Association.

Collection Accounts. (a) In accordance with this Agreement and the Account Control Agreement, the Collateral Agent The Trustee shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated a segregated trust accounts in the name of the Borrower, one of account which will shall be designated as the “USD Pass-Through Collection Account”” and will consist of two subaccounts, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection AccountAccounts”), which shall be maintained by the Borrower with the Custodian held in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts trust in the name of the Borrower, one of which will be designated Trustee for the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien benefit of the Collateral Agent Noteholders and (iii) two (2) GBP-denominated accounts in the name of the Borrowereach Hedge Counterparty, one of into which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection AccountAccounts, as applicable. For all non-Dollar currencies, the Collateral Agent Trustee shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof (i) all Interest Proceeds amounts, if any, received by the Collateral Agent and identified as such Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Manager. For Account pursuant to Section 16.1(e), (ii) all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Sale Proceeds (unless simultaneously reinvested in additional Substitute Collateral Assets Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in accordance with Article X or required the Collection Accounts as it deems, in its sole discretion, to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manageradvisable. All funds Monies deposited from time to time in the Collection Accounts pursuant to this Agreement Indenture shall be held on behalf of by the Collateral Agent Trustee as part of the Collateral Assets and shall be applied to the purposes herein provided. The Borrower and Collection Accounts shall remain at all times with the Collateral Manager agree not Corporate Trust Office or a financial institution having a long-term debt rating at least equal to acquire “BBB+” or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened“A2,” as applicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,” as applicable.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with JPMorgan or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (a) In accordance with this Agreement and the Account Control Agreementsuch accounts, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection AccountAccounts”), which shall be . Collection Accounts maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which JPMorgan shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreementaccount control agreements, in accordance with this Agreement form and substance acceptable to the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”)Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections are received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (togethera Subsidiary, the “EUR Collection Account”)or any other Person, which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “GBP Interest Collection Account” (collectively with Agent, and, upon the USD Interest Collection AccountBorrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the CAD Interest Collection Account and the EUR Interest Collection AccountBorrower shall (or shall cause such Subsidiary or other Person to) immediately remit all of such collections, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Accountin their original form, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the JPMorgan or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have 90 days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all Principal Proceeds times that (unless simultaneously reinvested i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied released, in a manner mutually satisfactory to the purposes herein provided. The Borrower and the Collateral Manager agree not Agent, on a daily basis to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable Borrower’s operating accounts are openedmaintained with JPMorgan Chase Bank, National Association.