Deposit of Collections. The Borrower shall instruct each Obligor or relevant administrative agent, as applicable, to deliver all payments in respect of the Eligible Loans included in the Borrowing Base to Deposit Account(s) and/or Securities Account(s) subject to account control agreements in form and substance reasonably acceptable to the Administrative Agent.

Application of Collections. On each Termination Settlement Date, the Seller Representative or any applicable Seller shall apply Collections received into the Seller Accounts in accordance with the following procedure: the Seller Representative or any applicable Seller will pay the Termination Payment Amount and any applicable Administration Fee to the Administrative Agent from such Collections. If such Collections are insufficient to pay the full amount due and owing to the Administrative Agent and the Purchasers, then after applying such Collections to the payment of the Termination Payment Amount (and, to the extent of available funds, any applicable Administration Fee), any remaining shortfall shall be paid directly by the Seller Representative or the applicable Seller from its general funds by deposit into the Administrative Agent’s Account.

Delivery of Collections. The Borrower will deliver or cause to be delivered to the Servicer for further remittance to the Collection Account promptly (but in no event later than one (1) Business Day after receipt) all Collections received by it.

Deposit of Collections. Except as otherwise provided in [Section 7.03(c)(ii)], the Servicer shall deposit or cause to be deposited by electronic funds transfer all Collections to the Collection Account as promptly as possible after the date of processing of such Collections but in no event later than the second (2nd) Business Day following the date of processing of such Collections by the applicable Subservicer, or if such Collections were received directly by the Servicer, the Servicer; provided, that, such “processing” of any Collections will not begin prior to the date on which the Servicer or the related Subservicer, as applicable, has received such Collections..

Instructions for Collections. The Collection Account is the only account to which the Obligors or any agent, administrative agent, Counterparty Lender, Underlying Agent, Underlying Servicer or issuer of any Portfolio Asset have been instructed by the Borrower or the Portfolio Asset Servicer on Borrower’s behalf, to send Collections with respect to the Portfolio Assets. The Borrower has not granted any Person other than the Administrative Agent, for the benefit of the Secured Parties, an interest in the Collection Account.

Collections; Payment Procedure. Participation 1 Holder (or Servicer) shall maintain an account for receipt of all amounts paid on account of the Loan (the “Collection Account”); provided, however, that it is acknowledged and agreed that the Collection Account may be an account of Participation 1 Holder (or Servicer) containing funds from other assets unrelated to the Loan or the Property provided that a sub-account (maintained as a separate ledger account) of such account is maintained for the Loan and the Participations or Participation 1 Holder (or Servicer) otherwise maintains separate books and records with respect to activity in the Collection Account relating thereto. Pursuant to the terms hereof, Participation 1 Holder (or Servicer) is hereby irrevocably authorized and directed in accordance with the priorities set forth in Section 5, hereof, to remit from the Collection Account for deposit or credit on the date that is two (2) Business Days prior to the fifteenth (15th) day of each calendar month, or if such fifteenth (15th) day in any month is not a Business Day, the date that is two (2) Business Days prior to the next Business Day after such fifteenth (15th) day (the “Remittance Date”) all payments received under the Loan, by wire transfer to the account or accounts designated to Participation 1 Holder (or Servicer) in writing by each of the Participants; provided that delinquent payments received by Participation 1 Holder (or Servicer) after the related Remittance Date shall be remitted to such accounts on the Business Day following receipt. Amounts on deposit in the Collection Account shall be applied at the times and for the purposes specified in this Agreement. If Participation 1 Holder (or Servicer) holding or having distributed any amount received or collected in respect of the Loan determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of the Loan must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, Participation 1 Holder (or Servicer) shall not be required to distribute any portion thereof to any Participant hereunder and each Participant shall promptly on demand repay to the Participation 1 Holder (or Servicer) the portion thereof which shall have been theretofore distributed to the related Participant, together with interest thereon at such rate, if any, as the Participation 1 Holder (or Servicer) shall have been required to pay to Borrower, the other Participants or any other Person with respect thereto. Each Participant agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Loan in excess of its distributable share thereof, it will promptly remit such excess to Participation 1 Holder (or Servicer, as applicable) and Participation 1 Holder (or Servicer, as applicable) shall promptly remit such amounts to the other Participants. Participation 1 Holder (or Servicer) shall have the right to offset any amounts due hereunder from any Participant with respect to the Loan against any future payments due to such Participant hereunder, provided, that the obligations of each Participant under this Section 6 are separate and distinct obligations from one another and in no event shall any Participant be responsible for payment of any amounts due from the other Participants hereunder. The obligations of each Participant under this Section 6 constitute absolute, unconditional and continuing obligations and Servicer shall be deemed a third party beneficiary of these provisions.

Deposit of Collections. The Seller shall transfer, or cause to be transferred, all Collections (if any) it receives in respect of the Loan Assets (other than Excluded Amounts) to the Trustee promptly following the date such Collections are received by the Seller.

Collections in the Seller Accounts. On each Settlement Date, the Seller Representative or any applicable Seller shall apply Collections received during the preceding Settlement Period in accordance with the following procedure:

Delivery of Collections to Purchasers. The Administrative Agent will pay to each Purchaser, such Purchaser’s share of such Collections in accordance with such Purchaser’s Asset Interests. The Administrative Agent may, at its discretion from time to time, setoff from Collections payable to the Purchasers hereunder the full amount (or any partial amount available thereunder) of such Purchaser’s share of the Payment Amount due and payable hereunder from time to time and other applicable obligations due to the Administrative Agent from such Purchaser. The Administrative Agent shall hold all Collections received by the Administrative Agent in trust for the Purchasers until paid by the Administrative Agent to the Purchasers. Any amounts payable by the Administrative Agent under this [Section 5.7(c)] shall be paid on the same day that the corresponding amounts are received by the Administrative Agent into the Administrative Agent’s Account, provided that if such amounts are received by the Administrative Agent after 3:00 p.m. on a Business Day, or if they are otherwise received on a day that is not a Business Day, then the corresponding amounts payable by the Administrative Agent hereunder shall be paid on the next following Business Day.

Collections Limitation on Formula Amount. Notwithstanding anything to the contrary set forth in [Section 2.1(a)(y)], the Formula Amount may not exceed the result of # Borrowers’ aggregate Eligible Collections for the immediately preceding three (3) fiscal month period, multiplied by # two-thirds (2/3).