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

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Servicer Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral to be are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the BorrowerServicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Borrower shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. (i) The Master Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Master Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Master Servicer shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Master Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Master Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Master Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Seller (xor the Master Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipteach applicable Control Agreement. The Servicer Seller shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Seller (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Seller will not, and will not permit the BorrowerMaster Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Servicer Seller shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and the Sub-Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and the Sub-Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originator and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer Servicer, the Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . The Borrower (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the BorrowerServicer, the Sub-Originator, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Borrower shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. At all times after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The the Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection AccountAccount except with respect to any amounts received in connection with an Excluded Receivable. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Closing Date, the Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The At all times after the Closing Date, the Servicer shall only add or replace a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an a Collection Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to enforce each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection AccountAccount except with respect to any amounts received in connection with an Excluded Receivable. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer At all times after the Closing Date, the Borrower will not, and will not permit the BorrowerServicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer Borrower shall only add or replace a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originator and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer Servicer, the Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, the Sub-Originator, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Lender and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (y) no more than 2.0% becoming aware of such payments received shall be remitted to receipt) remit such funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral to be are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the BorrowerServicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Borrower shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an a Collection Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will Sub-Originator will, at all times, instruct all Obligors to deliver payments on the its Pool Receivables to a Collection Account or a Lock-Box. The Sub-Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Sub-Originator, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s ultimate assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . The Sub-Originator will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer Sub-Originator shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Sub-Originator will cause the Servicer will to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer Sub-Originator will not, and will not permit the Borrower, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Sub-Originator shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Sub-Originator shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections and Deemed Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Borrower, the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. At all times after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The the Servicer shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will use commercially reasonable efforts not permit the Borrower, any Originator or any other Person to commingle Collections and Deemed Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The At all times after the Closing Date, the Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Servicer will, and will cause each Originator to, at all times, instruct all Obligors to (x) deliver payments on any Government-Pay Health Care Receivables to the Sweep Account of the Originator that originated such Receivable and (y) deliver payments on all other Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer (i) shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If such funds are nevertheless deposited into any Sweep Account or Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Sweep Account or Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II II-A to this Agreement, if the Administrative Agent has received notice of such addition and an executed and and, in the case of the addition of a Collection Account (or a related Lock-Box), acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at for the account of the Borrower or, with respect to a Collection Account, at the direction of the Borrower. Upon the request of the Administrative Agent at any time that a Daily Reporting Period, Unmatured Event of Default or Event of Default is then continuing, the Servicer shall identify and segregate any Collections on Ineligible Dexcom Receivables apart from other Collections within two (2) Business Days of receipt of such Collections on Ineligible Dexcom Receivables.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (y) no more than 2.0% becoming aware of such payments received shall be remitted to receipt) remit such funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral to be are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the BorrowerServicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Borrower shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxBox (subject to Section 8.03(b) of this Agreement with respect to the Central Bank Collections and the SVB Collections). The Servicer will, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, (1) if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account BankBank and (2) with the prior written consent of the Administrative Agent. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. To the extent that there exists any Linked Accounts, upon the occurrence and continuance of an Event of Default, the Servicer shall promptly delink such accounts from the Collection Account.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxLock‑Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Agent and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-BoxLock‑Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-BoxLock‑Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon receipt from any Collection Account Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, the Servicer will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a different Collection Account or a Lock‑Box that is subject to an Account Control Agreement that has not been terminated (or that the applicable Collection Account Bank does not intend to terminate).

Payments on Receivables, Collection Accounts. The Servicer will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables Receivables, free and clear of and without deduction for any taxes, to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the OriginatorsCollection. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, Agent and the Lenders and as the other Secured Parties Buyer’s assignees) and promptly (but in any event within two (2) Business Days after becoming aware of such receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer Originators will cause each Collection Bank to comply with the terms of each applicable Collection Agreement. The Originators shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Originators will cause the Servicer will to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer Originators will not, and will not permit the Borrower, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-BoxCollection), or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control a Collection Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-BoxCollection) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Except as contemplated by Section 4.01(a), the Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Master Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Master Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Master Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets and Seller Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. In the event that any funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Master Servicer will within two (2) Business Days identify and transfer such funds to out of the appropriate Person entitled to such fundsCollection Accounts. The Master Servicer will not, and will not permit the Borrower, shall provide such information with respect to Affiliate Collections deposited into any Originator or any other Person to commingle Collections or other funds to which Collection Account as reasonably requested by the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsAgent from time to time. The Master Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Master Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Master Servicer will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Master Servicer shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Collateral Sold Assets and Seller Collateral, to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Master Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Master Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Master Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Notwithstanding the foregoing, the Servicer shall be permitted to instruct Obligors in respect of Neptune Xxxxxx Receivables to deliver payments on Neptune Xxxxxx Receivables to the Neptune Xxxxxx JPM Collection Account. If an Event of Default or Unmatured Event of Default shall have occurred and is continuing, then the Borrower (or the Servicer on its behalf) shall cause all Collections received in the Neptune Xxxxxx JPM Collection Account to be transferred into a Collection Account within two (2) Business Days of receipt. If at any time PNC (acting in its sole discretion) so instructs the Borrower or Servicer in writing, the Servicer shall cause the Neptune Xxxxxx JPM Collection Account to (i) be assigned or novated from Xxxxxxx Xxxxxx to the Borrower, (ii) become subject to an Account Control Agreement and (iii) become, and meet all requirements hereunder for, a Collection Account, in each case, within not more than thirty (30) days after the Borrower’s or Servicer’s receipt of such notice.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yidentification) no more than 2.0% of remit such payments received shall be remitted to a funds into the Seller Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Servicer will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. If at any time after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be are deposited into any Collection Account. If such funds are nevertheless deposited into , except in connection with any Collection AccountPermitted Commingling (and for the avoidance of doubt, only so long as, the Administrative Agent has not provided notice that Permitted Commingling is no longer allowed as set forth below), the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds, except for any Permitted Commingling. The At any time upon notice from the Administrative Agent (at the direction of the Majority Group Agents), the Administrative Agent (at the direction of the Majority Group Agents) may no longer allow Permitted Commingling and within 30 days of receipt of such notice the Servicer shall instruct all obligors on accounts receivable originated by Webhelp Americas LLC, Webhelp USA LLC and/or Webhelp California, Inc. to deliver payments on such accounts receivable into an account which is not a Collection Account. At all times after the Initial Funding Date, the Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made (i) in accordance with this clause (f) or (ii) at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxLock‑Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days Account. At all times after receipt. The the Closing Date, the Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The At all times after the Closing Date, the Servicer shall only add a Collection Account (or a related Lock-BoxLock‑Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-BoxLock‑Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Notwithstanding the foregoing, the Servicer shall be permitted to instruct Obligors in respect of Neptune Xxxxxx Receivables to deliver payments on Neptune Xxxxxx Receivables to the Neptune Xxxxxx JPM Collection Account. If an Event of Default or Unmatured Event of Default shall have occurred and is continuing, then the Borrower (or the Servicer on its behalf) shall cause all Collections received in the Neptune Xxxxxx JPM Collection Account to be transferred into a Collection Account within two (2) Business Days of receipt. If at any time PNC (acting in its sole discretion) so instructs the Borrower or Servicer in writing, the Servicer shall cause the Neptune Xxxxxx JPM Collection Account to (i) be assigned or novated from Neptune Xxxxxx to the Borrower, (ii) become subject to an Account Control Agreement and (iii) become, and meet all requirements hereunder for, a Collection Account, in each case, within not more than thirty (30) days after the Borrower’s or Servicer’s receipt of such notice.

Payments on Receivables, Collection Accounts. The Servicer will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account. Such Originator (or the Servicer on its behalf) will cause each Collection Account within five (5) Business Days after receiptBank to comply with the terms of each applicable Account Control Agreement. The Servicer Such Originator shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Such Originator will not, and will not permit the BorrowerServicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Such Originator shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Such Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Such Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Servicer will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. If at any time after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds. The At all times after the Initial Funding Date, the Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made (i) in accordance with this clause (f) or (ii) at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify 748740795 18564151 Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. At all times after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The the Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Closing Date, the Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The At all times after the Closing Date, the Servicer shall only add or replace a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. The Servicer will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the OriginatorsAccount. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Seller or an Originatorthe Servicer, it shall hold (or cause such Originator, the Seller or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Lenders Seller (and the other Secured Parties Administrative Agent and the Purchasers as the Seller’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer Originators shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Collateral Support Assets to be deposited into any Collection Account. If such any other funds that do not constitute Collections on Pool Receivables are nevertheless deposited into any Collection Account, the Originators will cause the Servicer will to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Servicer Originators will not, and will not permit the Borrower, any Originator or any other Person Person, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other fundsfunds in any Collection Account unless agreed by the Administrative Agent in writing. The Servicer Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement a Security Document (or an amendment thereto) from in form and substance acceptable to the applicable Collection Account BankAdministrative Agent. The Servicer 110 Originators shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . The Servicer will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral Supporting Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. (i) The Master Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Master Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originatorsany Originator. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Master Servicer or an any Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchaser and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Master Servicer shall use commercially reasonable efforts not to permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Master Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Master Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Master Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent Purchaser has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Purchaser from the applicable Collection Account Bank. The Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative AgentPurchaser.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will (x) if such funds relate to misdirected payments made to a Collection Account with respect to accounts owing to Xxxxxx X.X. or any Subsidiary thereof relating to performance adhesives during the twelve (12) months following the effectiveness of the transaction described in the Parent’s 8-K filed on August 31, 2021, within five (5) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (y) otherwise, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any an Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer Originator will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-BoxAccount. The Servicer Originator will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections are received by the BorrowerOriginator, the Servicer Company or an Originatorthe Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt and identification) remit such funds into a Collection Account; provided, however, . The Originator will use commercially reasonable efforts to ensure that (x) no less than 98.0% of such payments received shall be remitted to a each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank complies with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer Company shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer Originator will within two (2) Business Days identify and of identification, transfer such funds to the appropriate Person entitled to such funds. The Servicer Originator will not, and will not permit the Borrower, any Originator Servicer or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds, except pursuant to the terms of the applicable Credit and Collection Policy. The Servicer Originator shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.. Each Collection Account constitutes a “deposit account” within the meaning of the UCC. The Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Company. ACTIVE 63668076v9

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Servicer will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any -84- payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by the BorrowerBorrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided. If at any time after the Closing Date, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent, any Lender or any other Secured Party is entitled, with any other funds. The At all times after the Initial Funding Date, the Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made (i) in accordance with this clause (f) or (ii) at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Subject to Section 7.04, the Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account. The Servicer will cause each Collection Account within five (5) Business Days after receiptBank to comply with the terms of each applicable Account Control Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral Supporting Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Lender and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (y) no more than 2.0% becoming aware of such payments received shall be remitted to receipt) remit such funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral to be are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Borrower will not, and will not permit the BorrowerServicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Borrower shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an a Collection Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.or

Payments on Receivables, Collection Accounts. The Servicer will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer Each Originator will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of the Servicer and the Originatorsother Originators or other Affiliates, if any, held by such Originator. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Lenders and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that . Such Originator (xor the Servicer on its behalf) no less than 98.0% of such payments received shall be remitted to a will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer Such Originator shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Each Originator will not, and will not permit the BorrowerServicer, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer Each Originator shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Each Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Except as contemplated by Section 4.01(a), the Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.68

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the BorrowerSeller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will (x) if such funds relate to misdirected payments made to a Collection Account with respect to accounts owing to Axxxxx X.X. or any Subsidiary thereof relating to performance adhesives during the twelve (12) months following the effectiveness of the transaction described in the Parent’s 8- K filed on August 31, 2021, within five (5) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (y) otherwise, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the BorrowerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

Payments on Receivables, Collection Accounts. The Servicer will Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Each Originator (or the Master Servicer will, on its behalf) will at all times, times maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borroweran Originator, the Servicer Buyer or an Originatorthe Master Servicer, it shall hold (or cause such Originator, the Buyer or the Master Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Lenders Purchasers and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer Originators shall not permit funds other than Collections on Pool Receivables and other Collateral the Related Rights to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Originators will cause the Master Servicer will to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer Originators will not, and will not permit the Borrower, any Originator or any other Person to to, commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Servicer Originators shall only add (or permit the Master Servicer to add) a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer Originators shall only terminate a Collection Account Bank (or permit the Master Servicer to terminate) or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . The Servicer will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will shall, within two (2) Business Days Days, (x) identify and transfer such funds to the appropriate Person entitled to such fundsfunds and (y) instruct such Person to no longer deposit any such funds into any such Collection Account. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made pursuant to the terms of this Agreement.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account but in any event within one (1) Business Day after receipt and (yreceipt) no more than 2.0% of remit such payments received shall be remitted to funds into a Collection Account within five (5) Business Days after receiptAccount. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Except as contemplated by Section 4.01(a), the Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.. (h)

Payments on Receivables, Collection Accounts. The Servicer will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Servicer and the OriginatorsOriginators and any other Person. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer any Harsco Party in any manner other than directly in a Collection Account or an OriginatorLock-Box, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a . Servicer will cause each Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% Bank to comply with the terms of such payments received shall be remitted to a Collection each applicable Account within five (5) Business Days after receiptControl Agreement. The Servicer shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds other than Collections and proceeds of Collateral are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), ) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account other than disbursements expressly permitted by this Agreement.

Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer Servicer, the Sub-Originators and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer Servicer, a Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit (x) at any time prior to the Cease Commingling Date, funds other than Collections on Pool Receivables and other Collateral in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days the Required De-Commingling Period identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Sub-Originator, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.