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

Payments on Receivables, Collection Accounts. Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by an Originator, the Buyer or the 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 and the Lenders 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. The Originators will use commercially reasonable efforts to ensure that each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit any other Person to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The 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 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 Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:

Payments on Receivables, Collection Accounts. Each Originator will, The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the The Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the The Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Originator The Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by a Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Servicer will use commercially reasonable efforts to ensure that each Collection Account Bank complies with enforce the terms of each applicable Account Control Agreement. The Originators Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit any other Person to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The 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 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 Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:any

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after becoming aware of such receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit use commercially reasonable efforts to ensure that no funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be are deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Commencing on the date that is 30 days following the Closing Date, the Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each Originator will, Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator Servicer shall cause any Collections received in the Settlement Account to be swept within one (or the Servicer on its behalf) will promptly (but in any event within two (21) Business Days) following receipt of any Collections that have been mailed Day to a Mail-Box, cause such Collections Collection Account pursuant to be deposited directly into a Collection Account. If standing instructions to the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by Settlement Agent; provided that the Administrative Agent) following receipt of any Subject Obligor , upon written notice to the Servicer, may require the Borrower to establish one or more Collection Accounts at PNC and sweep all Collections received in any Approved Account, cause such Subject Obligor Collections the Settlement Accounts to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is Account(s) maintained is permitted under Applicable Law to receive Subject Obligor Collections)at PNC. Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of each Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, a Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Each Servicer will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control AgreementControl. The Originators Each Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds ; provided, that do not constitute Collections on Pool the Servicer may permit proceeds of AirCentre Receivables, Subscriber Receivables or Related Rights are nevertheless and Restricted Non-U.S. Law Receivables to be deposited into any Collection Account, Lock-Box Accounts so long as each of the Originators will cause following conditions are met: (i) the Servicer shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on deposit in the Collection Accounts, (ii) the Servicer shall remove any such proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit any other Person to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The 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 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 Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:receipt thereof,

Payments on Receivables, Collection Accounts. Each The Borrower (or each Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or . The Borrower shall cause any Collections received in the Settlement Account to be swept within one (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (21) Business Days) following receipt of any Collections that have been mailed Day to a Mail-Box, cause such Collections Collection Account pursuant to be deposited directly into a Collection Account. If standing instructions to the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by Settlement Agent; provided that the Administrative Agent) following receipt of any Subject Obligor , upon written notice to the Borrower, may require the Borrower to establish one or more Collection Accounts at PNC and sweep all Collections received in any Approved Account, cause such Subject Obligor Collections the Settlement Accounts to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is Account(s) maintained is permitted under Applicable Law to receive Subject Obligor Collections)at PNC. Each Originator The Borrower (or the each Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of each Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, a Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Borrower (or each Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators At all times after the Closing Date, the Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds ; provided, that do not constitute Collections on Pool the Borrower may permit proceeds of AirCentre Receivables, Subscriber Receivables or Related Rights are nevertheless and Restricted Non-U.S. Law Receivables to be deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit any other Person to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The 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 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 Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in Box Accounts so long as each case, 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:following conditions

Payments on Receivables, Collection Accounts. Each Originator will, Servicer will at all times, times instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of such Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by an SPV Entity, such Servicer or an Originator, the Buyer or the Servicer, it (i) each Servicer shall cause each such party to hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Buyer (Administrative Agent, the Purchasers and the Administrative Agent other Secured Parties, and (ii)(A) with respect to funds being remitted to an account other than the Lenders as the Buyer’s assignees) and Foreign Originator Accounts, it shall cause each such party to promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account and (B) with respect to funds being remitted to a Foreign Originator Account, the UK Servicer, the Swiss Servicer and the Canadian Servicer shall cause the UK Originator, a Swiss Originator or a Canadian Originator, as applicable, to sweep all Collections corresponding to Eligible Receivables to the applicable Collection Account promptly but in any event no later than one week after receipt. The Originators Each Servicer will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators No Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, Supporting Assets to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do are not constitute Collections on Pool Receivables or Related Rights other Supporting Assets are nevertheless deposited into any Collection Account, the Originators applicable Servicer will cause the Servicer to, within two (2) Business Days of an SPV Entity or Servicer obtaining knowledge thereof and, in any case, not later than one week after receipt thereof, identify and transfer such funds to the appropriate Person entitled to such funds. The Originators No Servicer will, or will notpermit an SPV Entity, and will not permit an 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 other than commingling of Affiliate Collections in any Collection Accountfunds, except as expressly permitted herein. The Originators UK Servicer, the Swiss Servicer and the Canadian Servicer shall use commercially reasonable efforts to ensure that on and after each Post-Closing Foreign Originator Account Compliance Date, all Collections with respect to each Receivable for which a Foreign Obligor Consent was obtained are being paid directly to a Collection Account and not paid to a Foreign Originator Account or any other deposit account. If for any reason, on and after a Post-Closing Foreign Originator Account Compliance Date, such Collections are received in a Foreign Originator Account and not received in a Collection Account during any Fiscal Month, then the Administrative Agent (in its sole discretion) may by written notice to the UK Servicer, the Swiss Servicer and the Canadian Servicer, as applicable, deem such Receivables for which a Foreign Obligor Consent was obtained and for which any or all Obligors made such payments into a Foreign Originator Account (or an associated Lock-box) and not a Collection Account during such Fiscal Month to not constitute Eligible Receivables, and such Receivables shall not constitute Eligible Receivables for any purpose of the Transaction Documents. The Servicers shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed in the Receivables Financing 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 Originators Servicers shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Each 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:SPV Entity.

Payments on Receivables, Collection Accounts. Each Originator will, The Servicer and each Ashland Sub-Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, The Servicer and each Originator (or the Ashland Sub-Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the OriginatorsServicer, (iii) to identify Affiliate Collections each Ashland Sub-Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Servicer, an Ashland Sub-Servicer or an Originator, the Buyer or the Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of (or, to the Buyer (extent the concept of a trust is not recognized in the relevant jurisdiction, on behalf of) the Administrative Agent, the Group Agents and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days Day after receipt) remit such funds into a Collection Account. The Originators will use commercially reasonable efforts to ensure that Servicer and each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators Ashland Sub-Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets and Seller Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators Servicer (and/or the relevant Ashland Sub-Servicer) will cause the Servicer to, within two (2) Business 102 Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Servicer and each Ashland Sub-Servicer will not, and will not permit the Seller, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections unless agreed by the Administrative Agent in any Collection Accountwriting. The Originators Servicer and each Ashland Sub-Servicer shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) Account, or a Collection Account Bank to those listed in on Schedule II to the Receivables Financing Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy the relevant Collection Account Declaration of an Trust and/or the relevant Collections Account Control Pledge Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Originators Servicer and/or each Ashland Sub-Servicer shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, Seller Collection Account with the prior written consent of the Administrative Agent. The Originators shall ensure Servicer and/or each Ashland Sub-Servicer will not and will not permit any amount to be withdrawn from a Collection Account or a Seller Collection Account that no disbursements are made from any Collection Accountwould cause either of them to become overdrawn, other than such disbursements that are made at without the direction and for the account prior consent of the Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Purchasers.

Payments on Receivables, Collection Accounts. Each Originator will, (i) The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (iiB) solely with respect to payments being made by any Subject Obligor and (x) so long as each of the Approved CIT Account Conditions are then satisfied, an Approved a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. Each The Servicer shall, and shall cause each Originator to, remit all Collections received in the GBG Account to a Collection Account no later than five (or 5) Business Days following receipt thereof. Without the prior written consent of the Administrative Agent, the Servicer on its behalf) will promptly (but in shall not terminate or change any event within two (2) Business Days) following receipt standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections from any Collections that have been mailed CIT Account, Xxxxx Exception Account or HSBC Exception Account to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If The Servicer shall, and shall cause each Originator to, remit all Collections received in a Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer shall, and shall cause each Originator to, remit all Collections received in a HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof.; provided, however, that so long as each of the Approved HSBC Exception Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but no Centric-BCBG Retail Collections received in any event within such frequency as HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative AgentAgent in writing. The Servicer shall, and shall cause each Originator and CIT to, remit all Collections received in a CIT Account directly to a Collection Account no later than one (1) Business Day following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections)thereof. Each Originator (or the The Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Purchasers and the Administrative Agent and the Lenders as the Buyer’s assignees) 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 so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Originators Servicer will use commercially reasonable efforts to ensure that each Collection Account Bank complies with enforce the terms of each applicable Account Control Agreement. The Originators Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral Support Assets and (ii) Affiliate Collections, Whitehall Funding Collections to be deposited into the GBG Account. The Servicer shall not permit funds other than Collections on Pool Receivables and other Support Assets to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators Servicer will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Servicer will not, and will not permit the Seller, 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 other than commingling of Affiliate funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection AccountAccount in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Servicer’s indemnification obligations with respect to commingling pursuant to Section 12.02. The Originators Servicer 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 in the Receivables Financing 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 Originators Servicer shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box)) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Seller.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 BuyerBorrower. Notwithstanding anything the foregoing, the Borrower and the Servicer shall be permitted to instruct Obligors in respect of Neptune Xxxxxx Receivables to deliver payments on Neptune Xxxxxx Receivables to the contrary set forth in this Agreement or any other Transaction Document, if Neptune Xxxxxx JPM Collection Account. If an Event of Default has or Unmatured Event of Default shall have occurred and is continuing 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 Ratings Event has occurred: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 Borrower (or the Servicer on its behalf) 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. Each The Borrower (or each Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or . The Borrower shall cause any Collections received in the Settlement Account to be swept within one (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (21) Business Days) following receipt of any Collections that have been mailed Day to a Mail-Box, cause such Collections Collection Account pursuant to be deposited directly into a Collection Account. If standing instructions to the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by Settlement Agent; provided that the Administrative Agent) following receipt of any Subject Obligor , upon written notice to the Borrower, may require the Borrower to establish one or more Collection Accounts at PNC and sweep all Collections received in any Approved Account, cause such Subject Obligor Collections the Settlement Accounts to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is Account(s) maintained is permitted under Applicable Law to receive Subject Obligor Collections)at PNC. Each Originator The Borrower (or the each Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of each Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, a Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Borrower (or each Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators At all times after the Closing Date, the Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account; provided, that the Borrower may permit proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables to be deposited into Lock-Box Accounts so long as each of the following conditions are met: (i) the Borrower shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on deposit in the Collection Accounts, (ii) the Servicer shall remove any such proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days of receipt thereof, (iii) if proceeds of Subscriber Receivables in excess of $10,000,000 are deposited in the Collection Accounts in any calendar month, within 10 Business Days of PNC’s written request therefor, the Borrower (or Servicer on its behalf) shall direct (and use commercially reasonable efforts to cause) account debtors with respect to Subscriber Receivables to deposit the proceeds thereof in deposit accounts other than the Collection Accounts and (iv) no account debtors with respect to AirCentre Receivables may be directed to deposit proceeds thereof to any Collection Account after February 28, 2024, other than account debtors who have not yet consented to the assignment of their related customer contract to the purchaser of the related business, it being understood that the applicable Originators are working in good faith pursuant to their obligations to such purchaser to obtain such consents from such account debtors. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators Borrower (or the U.S. Servicer on its behalf) will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators At all times after the Closing Date, the Borrower will not, and will not permit each Servicer, any Originator 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 other than commingling of Affiliate Collections except as set forth elsewhere in any Collection Accountthis Section 7.01(h). The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool 60 Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Except as contemplated by Section 4.01(a), the Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, 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 (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower (i) shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Sweep Account or Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower shall only add (a Sweep Account or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed in the Receivables Financing on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and and, in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Borrower shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at the direction and for the account of the BuyerBorrower or, with respect to a Collection Account, at the direction of the Borrower. Notwithstanding anything to Upon the contrary set forth in this Agreement or request of the Administrative Agent at any other Transaction Documenttime that a Daily Reporting Period, if an Unmatured Event of Default has occurred or Event of Default is then continuing, the Borrower shall identify and is continuing or a Ratings Event has occurred: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. Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (iiB) solely with respect to payments being made by any Subject Obligor and (x) so long as each of the Approved CIT Account Conditions are then satisfied, an Approved a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Retitling Date, the GBG Account. Such Originator shall remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) and CIT shall remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Originators shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by an Originator, the Buyer or the 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 and the Lenders Purchasers 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. The Originators will use commercially reasonable efforts to ensure that each Collection Account Bank complies with enforce the terms of each applicable Account Control Agreement. The Originators Each Originator shall not permit funds other than (i) Collections on Pool Receivables and other Collateral Support Assets and (ii) Affiliate Collections, Whitehall Funding Collections to be deposited into the GBG Account. The Originators shall not permit funds other than Collections on Pool Receivables and other Support Assets are deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit 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 other than commingling of Affiliate funds; provided, however, that Collections may be commingled (i) in the GBG Account with GBG until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection AccountAccount in accordance with this Agreement; provided, however, that any such commingling shall not derogate from such Originator’s indemnification obligations with respect to commingling. The 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 in the Receivables Financing Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box)) or CIT Account, in each case, 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:.

Payments on Receivables, Collection Accounts. Each Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-BoxAccount, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator Borrower (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator Borrower (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Originator Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Each Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrowers shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit any other Person to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The 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 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 Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Pool

Payments on Receivables, Collection Accounts. Each Originator will, (i) The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (iiB) solely with respect to payments being made by any Subject Obligor and (x) so long as each of the Approved CIT Account Conditions are then satisfied, an Approved a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. Each The Servicer shall, and shall cause each Originator to, remit all Collections received in the GBG Account to a Collection Account no later than five (or 5) Business Days following receipt thereof. Without the prior written consent of the Administrative Agent, the Servicer on its behalf) will promptly (but in shall not terminate or change any event within two (2) Business Days) following receipt standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any Collections that have been mailed CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfiedThe Servicer shall, and shall cause each Originator to, remit all Collections received in a Wxxxx Exception Account directly to a Collection Account no later than one (or the Servicer on its behalf1) will promptly (but in any event within such frequency as requested by the Administrative Agent) Business Day following receipt of any Subject Obligor thereof. The Servicer shall, and shall cause each Originator to, remit all Collections received in any Approved Account, cause such Subject Obligor Collections a HSBC Exception Account directly to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account no later than one (1) Business Day following receipt thereof. The Servicer shall, and shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such cause each Originator and CIT to, remit all Collections received in a CIT Account directly to a Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections)no later than one (1) Business Day following receipt thereof. Each Originator (or the The Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Purchasers and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Servicer will use commercially reasonable efforts to ensure that each Collection Account Bank complies with enforce the terms of each applicable Account Control Agreement. The Originators Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral Support Assets and (ii) Affiliate Collections, Whitehall Funding Collections to be deposited into the GBG Account. The Servicer shall not permit funds other than Collections on Pool Receivables and other Support Assets to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators Servicer will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Servicer will not, and will not permit the Seller, 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 other than commingling of Affiliate funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection AccountAccount in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Servicer’s indemnification obligations with respect to commingling pursuant to Section 12.02. The Originators Servicer 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 in the Receivables Financing 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 Originators Servicer shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box)) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Originators 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 BuyerSeller. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:84

Payments on Receivables, Collection Accounts. Each Originator will, (i) The Seller (or the Servicer on its behalf) will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Seller (or the Servicer on its behalf) will, and will cause the Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Servicer, or an Originator, the Buyer or the 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 (Administrative Agent, the Group Agents and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. (ii) The Originators Seller (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control AgreementAgreement other than with respect to (x) the TD Account unless the TD Account becomes subject to an Account Control Agreement in accordance with Section 9.03, and (y) any Excluded Collection Account. The Originators Except with respect to any Excluded Collection Account which shall be subject to Section 8.01(dd) and Section 8.02(j), the Seller shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets and Seller Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If Account except with respect to any Affiliate Collections amounts received in respect of Excluded Receivables; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or any other Ba2 by Xxxxx’x, the Seller shall use commercially reasonable efforts to cause all such funds that do not constitute representing Collections on Pool Receivables or Related Rights are nevertheless and other Sold Assets and Seller Collateral to no longer be deposited into any Collection Account, Account promptly upon the Originators will cause request of the Administrative Agent. The Seller (or the Servicer toon its behalf) shall identify and transfer any funds not representing Collections on Pool Receivables and other Sold Assets and Seller Collateral, deposited into any Collection Account other than an Excluded Collection Account to the appropriate Person entitled to such funds within two (2) Business Days identify and transfer of such funds to the appropriate Person entitled to such fundsdeposit. The Originators Seller will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountexcept as set forth herein. (iii) The Originators Seller 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 in the Receivables Financing 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 Originators Seller shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:a

Payments on Receivables, Collection Accounts. Each (i) The Seller (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (iiB) solely with respect to payments being made by any Subject Obligor and (x) so long as each of the Approved CIT Account Conditions are then satisfied, an Approved a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. Each Originator The Seller (or the Servicer on its behalf) will promptly shall, and shall cause each Originator to remit all Collections received in the GBG Account to a Collection Account no later than five (but in any event within two (25) Business Days) Days following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Accountthereof. If the Approved Account Conditions are not then satisfied, each Originator The Seller (or the Servicer on its behalf) will promptly (but shall, and shall cause each Originator to remit all Collections received in any event within such frequency Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof.; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative AgentAgent in writing. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any Subject Obligor standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections in from any Approved CIT Account, cause such Subject Obligor Collections Xxxxx Exception Account or HSBC Exception Account to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections)Account. Each Originator The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Purchasers and the Administrative Agent and the Lenders as the Buyer’s assignees) 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 so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Originators Seller (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Seller shall not permit funds other than (i) Collections on Pool Receivables and other Collateral Support Assets and (ii) Affiliate Collections, Whitehall Funding Collections to be deposited into the GBG Account. The Seller shall not permit funds other than Collections on Pool Receivables and other Support Assets to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Seller (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Seller will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds other than commingling of Affiliate funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection AccountAccount in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Originators Seller 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 in the Receivables Financing 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 Originators Seller shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box)) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Seller.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Except as contemplated by Section 4.01(a), the Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-BoxAccount, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved AccountBox. Each Originator Borrower (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Originator Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Each Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrowers shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrowers (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrowers will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The Originators Borrowers 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 in the Receivables Financing 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 Originators Borrowers shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The Originators Each Borrower shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the BuyerBorrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:

Payments on Receivables, Collection Accounts. Each Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to (i) a Collection Account or a Lock-Boxor, a Mail-Box or solely with respect to Physical Check Obligors, to a Lock-Box or (ii) solely with respect directly to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved AccountServicer or the applicable Originator. Each Originator 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 (other than Foreign Currency Receivables) or other Collections are received by the Borrower (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 DaysDays after receipt) following receipt of any Collections that have been mailed to a Mail-Box, cause remit such Collections to be deposited directly funds into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, ; provided that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested in the form of checks received from Physical Check Obligors received by the Buyer Servicer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by an Originator, the Buyer such Servicer or the Servicer, it Originator 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 and the Lenders 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. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators At all times after the Closing Date, the Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators At all times after the Initial Funding Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to, 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 other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:.

Payments on Receivables, Collection Accounts. Each The Servicer will, and will cause each Originator willto, 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 (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the The Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators will use commercially reasonable efforts to ensure that each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators Servicer (i) shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Sweep Account or Collection Account, the Originators Servicer will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Servicer 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 or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Servicer shall only add (a Sweep Account or permit the Servicer to add) a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed in the Receivables Financing on Schedule 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 Originators Servicer shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Servicer shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at the direction and for the account of the Buyer. Notwithstanding anything Borrower or, with respect to a Collection Account, at the contrary set forth in this Agreement or any other Transaction Document, if an Event direction of Default has occurred and is continuing or a Ratings Event has occurred:the Borrower.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Originators shall ensure that no disbursements are made Upon receipt from any Collection AccountAccount Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, other than such disbursements that are made 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 direction and for the account of the Buyer. Notwithstanding anything Pool Receivables to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:different Collection

Payments on Receivables, Collection Accounts. Each Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to (i) a Collection Account or a Lock-Boxor, a Mail-Box or solely with respect to Physical Check Obligors, to a Lock-Box or (ii) solely with respect directly to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (Servicer or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt applicable Originator; provided that upon the consummation of any Collections that have been mailed to a Mail-Boxthe ProKarma Merger, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator Borrower (or the Servicer on its behalf) will, and will cause the Originator into which ProKarma has merged, within ten (10) Business Days of the date of the ProKarma Merger, to instruct all Obligors in respect of Pool Receivables originated by ProKarma prior to the date of the ProKarma Merger to deliver payments on such Pool Receivables to a Collection Account. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections (other than Subject Obligor Collectionsany Excluded Amounts (for as long as no Event of Default has occurred), unless otherwise directed by the Administrative Agent acting at the direction of the Majority Group Agents) are received by the Borrower (other than in a Collection Account), the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Group Agents, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided that with respect to Collections in the form of checks received from Physical Check Obligors received by the Servicer or an Originator, such Servicer or Originator shall promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. For the avoidance doubt, upon the occurrence of an Event of Default, any Excluded Amounts shall be promptly (but in any event within two (2) Business Days after receipt) be remitted into a Collection Account if so requested by the Administrative Agent acting at the direction of the Majority Group Agents. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators At all times after the Closing Date, the Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators At all times after the Initial Funding Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to, 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 other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved AccountLock‑Box. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-BoxLock‑Box) or a Collection Account Bank to those listed in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, Lock‑Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Originators shall ensure that no disbursements are made Upon receipt from any Collection AccountAccount Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, other than such disbursements that are made 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 direction and for the account of the Buyer. Notwithstanding anything Pool Receivables to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing a different Collection Account or a Ratings Event Lock‑Box that is subject to an Account Control Agreement that has occurred:not been terminated (or that the applicable Collection Account Bank does not intend to terminate).

Payments on Receivables, Collection Accounts. Each Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-BoxAccount, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator Borrower (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator Borrower (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Originator Borrower (or the Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Each Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrowers shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrowers (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrowers will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Account. The Originators Borrowers 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 in the Receivables Financing 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 Originators Borrowers shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The Originators Each Borrower shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the BuyerBorrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:

Payments on Receivables, Collection Accounts. Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by an Originator, the Buyer or the 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 and the Lenders as the Buyer’s assignees) and promptly (but in any event within two one (21) Business Days Day after becoming aware of such receipt) remit such funds into a Collection Account. The Originators will use commercially reasonable efforts to ensure that each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators shall instruct (i) all obligors on Excluded Receivables and (ii) all payors of amounts owing to the Originators or their Affiliates (which do not permit constitute Pool Receivables or other Collateral), in each case, to remit payments with respect thereto to any bank account or other location that does not constitute a Collection Account or a Lock-Box. The Originators shall use commercially reasonable efforts to ensure that no funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be are deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators will not, and will not permit any other Person to, commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The 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 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 Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 BuyerBorrower. Notwithstanding anything the foregoing, the Borrower and the Servicer shall be permitted to instruct Obligors in respect of Neptune Xxxxxx Receivables to deliver payments on Neptune Xxxxxx Receivables to the contrary set forth in this Agreement or any other Transaction Document, if Neptune Xxxxxx JPM Collection Account. If an Event of Default has or Unmatured Event of Default shall have occurred and is continuing 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 Ratings Event has occurred: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 Borrower (or the Servicer on its behalf) 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. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Except as contemplated by Section 4.01(a), the Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 BuyerBorrower. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:(i)

Payments on Receivables, Collection Accounts. Each Originator will, The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-BoxAccount, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the The Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the The Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) to segregate permit the segregation of such Collections from other property of the Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate permit the segregation of such Affiliate Collections and Subject Obligor Collections from other property of the Servicer and the Originators. Each Originator The Servicer shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by a Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Servicer will use commercially reasonable efforts to ensure that each Collection Account Bank complies with enforce the terms of each applicable Account Control Agreement. The Originators Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators Servicer will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Servicer will not, and will not permit any Borrower, any Originator 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 other than commingling of Affiliate Collections in any Collection Account. The Originators Servicer 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 in the Receivables Financing 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 Originators Servicer shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, with the prior written consent of the Administrative Agent. The Originators Servicer shall ensure that no disbursements are made from any Collection Account, other than (i) such disbursements that are made at the direction and for the account of the BuyerBorrowers and (ii) Permitted Disbursements. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower shall not permit funds other than (i) -66- Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Agent or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower 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 in the Receivables Financing 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 Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Originators shall ensure that no disbursements are made Upon receipt from any Collection AccountAccount Bank of notice that such Collection Account Bank is terminating or intends to terminate any Account Control Agreement, other than such disbursements that are made 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 direction and for the account of the Buyer. Notwithstanding anything Pool Receivables to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing a different Collection Account or a Ratings Event Lock-Box that is subject to an Account Control Agreement that has occurred:not been terminated (or that the applicable Collection Account Bank does not intend to terminate). (i)

Payments on Receivables, Collection Accounts. Each The Borrower (or the Servicer on its behalf) will, and will cause each Originator willto, 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 (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Borrower (i) shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account and (ii) shall not take any actions that would cause funds other than Government-Pay Health Care Receivables originated by the applicable Originator to be deposited into such Originator’s Sweep Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Sweep Account or Collection Account, the Originators will cause Borrower (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Borrower will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators Borrower shall only add (a Sweep Account or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed in the Receivables Financing on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and and, in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Originators Borrower shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Borrower shall ensure that no disbursements are made from any Collection Account and shall not cause any disbursements to be made from any Sweep Account, other than such disbursements that are made at the direction and for the account of the Buyer. Notwithstanding anything Borrower or, with respect to a Collection Account, at the contrary set forth in this Agreement or any other Transaction Document, if an Event direction of Default has occurred and is continuing or a Ratings Event has occurred:the Borrower.

Payments on Receivables, Collection Accounts. Each The Seller (or the Master Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator The Seller (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the 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, Receivables and (ii) to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Master Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Master Servicer or an Originator, each of the Buyer or Seller and the ServicerMaster Servicer shall, it and shall hold (or cause such OriginatorOriginator to, the Buyer or the Servicer to hold) hold such payments in trust for the benefit of the Buyer (Administrative Agent, the Purchasers and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators will use commercially reasonable efforts to ensure that each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators Seller shall not permit funds other than (i) Collections on Pool Receivables and other Sold Assets and Seller Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If In the event that any Affiliate Collections or any funds other funds that do not constitute than Collections on Pool Receivables or Related Rights and other Sold Assets and Seller Collateral are nevertheless deposited into any Collection Account, the Originators Seller (or the Master Servicer on its behalf) will cause the Servicer to, within two (2) Business Days identify and transfer such funds to out of the appropriate Person entitled to such fundsCollection Accounts. The Originators will not, and will not permit Seller (or the Master Servicer on its behalf) shall provide such information with respect to Affiliate Collections deposited into 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 funds other than commingling of Affiliate Collections in any Collection AccountAgent from time to time. The Originators Seller (or the Master Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Control Agreement. The Seller 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 in the Receivables Financing 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 Originators Seller shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Seller.

Payments on Receivables, Collection Accounts. Each Originator will, Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator Servicer shall cause any Collections received in the Settlement Account to be swept within one (or the Servicer on its behalf) will promptly (but in any event within two (21) Business Days) following receipt of any Collections that have been mailed Day to a Mail-Box, cause such Collections Collection Account pursuant to be deposited directly into a Collection Account. If standing instructions to the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by Settlement Agent; provided that the Administrative Agent) following receipt of any Subject Obligor , upon written notice to the Servicer, may require the Borrower to establish one or more Collection Accounts at PNC and sweep all Collections received in any Approved Account, cause such Subject Obligor Collections the Settlement Accounts to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is Account(s) maintained is permitted under Applicable Law to receive Subject Obligor Collections)at PNC. Each Originator (or the Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of each Servicer and the Originators, (iii) to identify Affiliate Collections and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Borrower, a Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two one (21) Business Days Day after receipt) remit such funds into a Collection Account. The Originators Each Servicer will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control AgreementControl. The Originators Each Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account; provided, that the Servicer may permit proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables to be deposited into Lock-Box Accounts so long as each of the following conditions are met: (i) the Servicer shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on deposit in the Collection Accounts, (ii) the Servicer shall remove any such proceeds of AirCentre Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days of receipt thereof, (iii) if proceeds of Subscriber Receivables in excess of $10,000,000 are deposited in the Collection Accounts in any calendar month, within 10 Business Days of PNC’s written request therefor, the Servicer shall direct (and use commercially reasonable efforts to cause) account debtors with respect to Subscriber Receivables to deposit the proceeds thereof in deposit accounts other than the Collection Accounts and (iv) no account debtors with respect to AirCentre Receivables may be directed to deposit proceeds thereof to any Collection Account after February 28, 2024, other than account debtors who have not yet consented to the assignment of their related customer contract to the purchaser of the related business, it being understood that the applicable Originators are working in good faith pursuant to their obligations to such purchaser to obtain such consents from such account debtors. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators each Servicer will cause the Servicer to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Servicers 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 or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections except as set forth elsewhere in any Collection Accountthis Section 7.02(g). The Originators Each Servicer 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 in the Receivables Financing 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 Originators Each Servicer shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators Each 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each The Originator will, and will cause each Sub-Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) a Collection Account or a Lock-Box. The Originator will, a Mailand will cause each Sub-Box or a Lock-Box or (ii) solely with respect to payments being made by any Subject Obligor and so long as the Approved Account Conditions are then satisfied, an Approved Account. Each Originator (or the Servicer on its behalf) will promptly (but in any event within two (2) Business Days) following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Account. If the Approved Account Conditions are not then satisfied, each Originator (or the Servicer on its behalf) will promptly (but in any event within such frequency as requested by the Administrative Agent) following receipt of any Subject Obligor Collections in any Approved Account, cause such Subject Obligor Collections to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections). Each Originator (or the Servicer on its behalf) willto, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the OriginatorsServicer, (iii) to identify Affiliate Collections the Sub-Originators and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by an it or a Sub-Originator, the Buyer or the 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 (Buyer, Administrative Agent, the Lenders and the Administrative Agent and the Lenders as the Buyer’s assignees) 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) 18 Business Days after receipt) remit such funds into a Collection Account. The Originators Originator will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Originator shall not permit (x) at any time prior to the Cease Commingling Date, funds other than (i) 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 (iiy) Affiliate Collectionsat 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 any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators Originator will cause within the Servicer toRequired De-Commingling Period, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Originator will not, and will not permit any Sub-Originator or any other Person to, to commingle Collections or other funds to which the Buyer, Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds other than commingling of Affiliate Collections in any Collection Accountfunds. The Originators 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 in the Receivables Financing on Schedule II to this Agreement, if the Buyer and Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Buyer and Administrative Agent from the applicable Collection Account Bank. The Originators Originator shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box), in each case, ) with the prior written consent of the Administrative Agent. The Originators 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. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Borrower.

Payments on Receivables, Collection Accounts. Each (i) The Seller (or the Servicer on its behalf) will, and will cause each Originator willto, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (iA) a Collection Account or a Lock-Box, a Mail-Box or a Lock-Box or (iiB) solely with respect to payments being made by any Subject Obligor and (x) so long as each of the Approved CIT Account Conditions are then satisfied, an Approved a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. Each Originator The Seller (or the Servicer on its behalf) will promptly shall, and shall cause each Originator to remit all Collections received in the GBG Account to a Collection Account no later than five (but in any event within two (25) Business Days) Days following receipt of any Collections that have been mailed to a Mail-Box, cause such Collections to be deposited directly into a Collection Accountthereof. If the Approved Account Conditions are not then satisfied, each Originator The Seller (or the Servicer on its behalf) will promptly (but shall, and shall cause each Originator to remit all Collections received in any event within such frequency as requested by Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent) following receipt , the Seller shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any Subject Obligor Collections in any Approved CIT Account, cause such Subject Obligor Collections Wxxxx Exception Account or HSBC Exception Account to be deposited directly into a deposit account reasonably designated by the Administrative Agent (provided, that no Collection Account shall be designated by the Administrative Agent for such purpose unless the depositary institution at which such Collection Account is maintained is permitted under Applicable Law to receive Subject Obligor Collections)Account. Each Originator The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections from other property of the Originators, (iii) to identify Affiliate Collections Servicer and Subject Obligor Collections received from time to time and (iv) to segregate such Affiliate Collections and Subject Obligor Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections (other than Subject Obligor Collections) are received by the Seller, the Servicer or an Originator, the Buyer or the 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 (Administrative Agent, the Purchasers and the Administrative Agent and the Lenders as the Buyer’s assignees) other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators Seller (or the Servicer on its behalf) will use commercially reasonable efforts to ensure that cause each Collection Account Bank complies to comply with the terms of each applicable Account Control Agreement. The Originators Seller shall not permit funds other than (i) Collections on Pool Receivables and other Collateral Support Assets and (ii) Affiliate Collections, Whitehall Funding Collections to be deposited into the GBG Account. The Seller shall not permit funds other than Collections on Pool Receivables and other Support Assets to be deposited into any Collection Account. If any Affiliate Collections or any other such funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Originators will cause Seller (or the Servicer to, on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Seller will not, and will not permit the Servicer, any Originator or any other Person to, to commingle Collections or other funds to which the Administrative Agent, any Lender Purchaser or any other Secured Party is entitled, with any other funds other than commingling of Affiliate funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection AccountAccount in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Originators Seller 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 in the Receivables Financing 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 Originators Seller shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box)) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Originators 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 Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:Seller.