Collection Account Intercreditor Agreement, dated as of October 5, 2020, by and among the Utility, MUFG and each trustee, indenture trustee, lender administrative agent, collateral agent, purchaser or other party described in Exhibit A therein

Definitions.

Certain Defined Terms.

Other Definitional Provisions.

Grant of Security Interest; Acknowledgement of Ownership Interests and Security Interests.

As security for the performance by PG&E of its obligations under the Receivables Documents and under each Joined Party Transaction Document, PG&E undertakes to grant and hereby grants to the Collection Account Agent for its benefit and the ratable benefit of each of the Administrative Agents, a continuing security interest in, all of PG&E’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising, the Lock-Boxes, Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes, Collection Accounts and amounts on deposit therein and all proceeds of the foregoing.

Each of the parties hereto hereby acknowledges the ownership interest of the Receivables Facility SPV and the security interests of the RFA Administrative Agent in the Receivables and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom. Each of the parties hereto hereby acknowledges the ownership interest of each Joined Party in related Joined Party Transaction Collateral. The parties hereto agree that the Joined Party Transaction Collateral and the Receivables each shall constitute separate property rights notwithstanding that they may be evidenced by a single bill. The Company, the Receivables Facility SPV and the Servicer further agree that they will not include any Joined Party Transaction Collateral in calculating the amount of the Receivables sold or to be sold under the Receivables Documents. The Company and each Securitization SPV further agrees that it will not include any Receivables in calculating the amount of the Joined Party Transaction Collateral sold or to be sold under the related Joined Party Transaction Documents. Accordingly, the RFA Administrative Agent, the Receivables Facility SPV and the Servicer each acknowledge that, notwithstanding anything in the Receivables Documents to the contrary, none of such parties has any interest in any Joined Party Transaction Collateral, and each Joined Party and Securitization SPV acknowledges that, notwithstanding anything in the Joined Party Transaction Documents to the contrary, none of such parties has any interest in the Receivables or any Proceeds thereof.

The Collection Accounts. Each of the Collection Accounts has been established for the deposit of the amounts representing payments sent by (i) obligors of Receivables, (ii) obligors of Customer Charges and (iii) obligors in respect of amounts not constituting Receivables or Customer Charges (the “Retained Assets”). For the avoidance of doubt, “Retained Assets” shall not include any Receivables Facility Collateral or Joined Party Transaction Collateral.

[Reserved].

Priorities with Respect to Collections.

Each of the parties hereto hereby acknowledges that the RFA Administrative Agent has a first priority perfected security interest in the Receivables (including, without limitation, Collections thereon and Proceeds thereof from time to time and that may be deposited from time to time in any Collection Account) and agrees not to contest the validity, priority or perfection of such security interest.

Each Administrative Agent and each Securitization SPV hereby acknowledges that it has no interest in any Retained Assets.

Each of the parties hereto hereby acknowledges that each Joined Party, as administrative agent, collateral agent, trustee, indenture trustee, purchaser or lender under the related Joined Party Transaction Documents, has a first priority perfected security interest in such Joined Party’s related Joined Party Transaction Collateral (including, without limitation, Collections thereon and Proceeds thereof from time to time and that may be deposited from time to time in any Collection Account) and agrees not to contest the validity, priority or perfection of such security interest.

The Company, for the benefit of the other parties hereto, agrees to:

Each of the parties hereto hereby acknowledges that from time to time the Collection Accounts may contain Items Collateral and amounts that are not readily identifiable as proceeds of Retained Assets or property of or Collateral pledged to (including, without limitation, Collections and Proceeds) a party to this Agreement (such Items Collateral and amounts, the “Unallocated Items”).

On or before the third (3rd) Business Day of each calendar month, all Items Collateral and amounts constituting Unallocated Items for sixty (60) days or more as of the last day of the preceding calendar month shall be paid to or for the benefit of the Receivables Lenders.

If any Account Secured Party shall receive any distribution in accordance with this Article 5 (an “Excess Amount”) that is later identified as property of another Account Secured Party (“Diverted Funds”), the Account Secured Party who received such Diverted Funds and applied such Diverted Funds to amounts owing to any Lender under any Transaction Document shall promptly pay to the Account Secured Party entitled to receive such Diverted Funds an amount equal to the amount of such Diverted Funds. To the extent that any Diverted Funds are released to the Company, the Receivables Facility SPV or any Securitization SPV, the Company shall promptly pay to the Account Secured Party entitled to receive such Diverted Funds an amount equal to the amount of such Diverted Funds.

During a Control Period, the Collection Account Agent shall cause each Collection Account Bank to distribute, Items Collateral and any other amounts from each Collection Account maintained by such Collection Account Bank to an account maintained by the Collection Account Agent for the benefit of the Account Secured Parties for allocation and remittance by the Collection Account Agent in accordance with the allocations provided in Section 5.4(ii) as directed in writing by the Required Parties.

In the event that one or more Administrative Agents disputes, in good faith, the allocation of Items Collateral and any other amounts from the Collection Accounts, it shall notify the other Administrative Agents and the Collection Account Agent of the amount so disputed. The Administrative Agents shall cooperate in good faith and use commercially reasonable efforts to promptly resolve any such dispute in accordance with the foregoing allocation criteria. Such disputed amount shall be held by the Collection Account Agent in the Collection Accounts until such time as the Collection Account Agent receives written confirmation and direction from the Required Parties of the resolution of such dispute and the appropriate allocation of such funds to the applicable Administrative Agents. If the Administrative Agents are unable to resolve such dispute within ten (10) Business Days, any Administrative Agent, by written notice to the other Administrative Agents, may appoint an independent certified public or chartered accountant of national standing and consented to in writing by the other Administrative Agents (such consent not to be unreasonably withheld or delayed) to resolve such dispute. The costs and expenses of any such accountant shall be paid by the Company from its own funds.

Agreements of the Company.

Cooperation and Information. The parties hereto agree to use commercially reasonable efforts to cooperate with each other in connection with the matters contemplated by this Agreement, including, without limitation, furnishing to each other information concerning any Items Collateral and amounts held in the Collection Accounts.

Accountings. The Company agrees to render statements to each Administrative Agent and each Securitization SPV upon the reasonable request of such Person, which statements shall identify in reasonable detail the application of all Items Collateral and amounts from time to time deposited in the Collection Accounts (including, without limitation, Collections and Proceeds) as provided in this Agreement.

Agency for Perfection. Each of the RFA Administrative Agent and each Joined Party hereby appoints the Collection Account Agent and each other party as its agent for purposes of perfecting by possession its security interests and ownership interests and Liens in and on the Collateral (including, without limitation, Collections and Proceeds). In the event that the RFA Administrative Agent becomes aware that it has obtained possession of any of Joined Party Transaction Collateral, the RFA Administrative Agent shall (i) notify the Collection Account Agent or the related Joined Party, as applicable, of such fact, (ii) unless it has already released such Joined Party Transaction Collateral to the Company or the Receivables Facility SPV, shall hold such Joined Party Transaction Collateral in trust for the benefit of the related Joined Party or Securitization SPV and (iii) unless it has already released such Joined Party Transaction Collateral to the Company or the Receivables Facility SPV, shall deliver such Joined Party Transaction Collateral to the applicable Joined Party or Securitization SPV upon request (at the sole cost and expense of the Company). In the event that any Joined Party becomes aware that it has obtained possession of any of the Receivables Facility Collateral, such Joined Party shall notify the RFA Administrative Agent and the Collection Account Agent of such fact, shall hold such Receivables Facility Collateral in trust for the benefit of the Receivables Lenders and shall deliver such Receivables Facility Collateral to the RFA Administrative Agent upon request (at the sole cost and expense of the Company).

Independent Credit Investigations. None of the Administrative Agents or any of their respective directors, officers, agents or employees shall be responsible to any other party or to any other Person for the solvency, financial condition or ability of the Collection Account Agent, the Servicer, the Receivables Facility SPV or any Securitization SPV or for the worth

[Reserved].

Control of Collection Accounts.

Prior to delivery of a Control Direction, the Company shall have the rights and powers concerning the Collection Accounts contemplated by the Receivables Documents or the Joined Party Transaction Documents, as applicable, including, but not limited to, the right to: (i) direct the disposition of funds in the Collection Accounts (including dispositions to or for the benefit of itself, the Receivables Facility SPV or any Securitization SPV with respect to amounts representing Collections of assets owned by them and/or the Collection Account Agent), (ii) withdraw any amounts from the Collection Accounts for application in accordance with the Receivables Documents or the Joined Party Transaction Documents, as applicable, or (iii) draw upon or otherwise exercise any authority or powers with respect to any of the Collection Accounts and all other Account Collateral in any of the Collection Accounts. Notwithstanding anything herein to the contrary, upon delivery to the Collection Account Agent by any of the Administrative Agents of unilateral written notification and instruction substantially in the form of Exhibit B hereto (a “Control Direction”) and until termination thereof in accordance with this Section 12.1, the Collection Account Agent shall, in accordance with such Control Direction, (i) promptly, but in any event within one (1) Business Day of receipt of such Control Direction, deliver to each Collection Account Bank a “Notice of Sole Control”, a “Notice of Exclusive Control”, a “Notice of Control” or other notice of control in accordance with each of the Collection Account Control Agreements and (ii) cause each Collection Account Bank to transfer all Items Collateral and amounts from the applicable Collection Accounts to an account or accounts maintained by the Collection Account Agent for the benefit of the Account Secured Parties for allocation and remittance by the Collection Account Agent in accordance with the allocations provided in Section 5.4(ii) as directed in writing by the Required Parties. The Collection Account Agent is hereby authorized to establish an account corresponding to each Collection Account for the purposes specified herein. Upon receipt by the Collection Account Agent of a Control Direction, the Collection Account Agent shall act in accordance with such Control Direction without consent of or notice to the Company, the Receivables Facility SPV or any

Each of the Administrative Agents appoints the Collection Account Agent as its agent and authorizes it to exercise such rights, powers, authorities and privileges as are expressly delegated to the Collection Account Agent by the terms of this Agreement (including the right to instruct the Collection Account Banks as to each Administrative Agent’s interest in the Account Collateral and amounts deposited into the Collection Accounts).

The Company shall promptly pay reasonable all costs and expenses incurred by the Administrative Agents in connection with allocations of amounts in the Collection Accounts from time to time after demand from any such party accompanied by an invoice setting forth such costs and expenses in reasonable detail.

The Collection Account Agent shall not agree to terminate, amend, supplement, waive or otherwise modify any Collection Account Control Agreement without the prior written consent of each Administrative Agent.

During any Control Period, any outstanding fees, indemnities, costs, charges, expenses or disbursements of any kind owing to the Collection Account Agent in accordance with the terms of this Agreement may be withdrawn by the Collection Account Agent from the Collection Accounts the amount of such costs and expenses in payment of such costs and expenses, prior to any disbursement of amounts to the Administrative Agents pursuant to Section 5.8, which amounts shall be applied, first, as a reduction of amounts that constitute Retained Assets and second, from amounts owing to the Administrative Agents ratable in accordance with their Pro Rata Portions, in each case as directed jointly in writing by the Administrative Agents.

Marshalling of Assets. Nothing in this Agreement will be deemed to require any of the Administrative Agents (i) to proceed against certain property securing their respective security interests (or any other obligation or liability under the Receivables Documents or the Joined Party Transaction Documents, as applicable) prior to proceeding against property subject to such security interest or obligations or liabilities or against any Persons guaranteeing any such obligations or (ii) to marshal the contracts upon the enforcement of any of their remedies under any of the Receivables Documents or the Joined Party Transaction Documents, as applicable.

Administrative Agents and Trustees. The resignation or removal of any of the Administrative Agents as administrative agent, collateral agent, trustee or indenture trustee under the Receivables Documents or any Joined Party Transaction Documents and the appointment of a successor administrative agent, collateral agent, trustee or indenture trustee shall also constitute substitution of a successor administrative agent, collateral agent, trustee or indenture trustee under this Agreement. Upon the acceptance of any appointment as successor administrative agent, collateral agent, trustee or indenture trustee under the Receivables Documents or the applicable Joined Party Transaction Documents, that successor administrative agent, collateral agent, trustee or indenture trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed administrative agent, collateral agent, trustee or indenture trustee under this Agreement, and the retiring or removed administrative agent, collateral agent, trustee or indenture trustee under this Agreement shall promptly transfer to such successor administrative agent, collateral agent, trustee or indenture trustee all items of property held by such retiring or removed administrative agent, collateral agent, trustee or indenture trustee, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor administrative agent, collateral agent, trustee or indenture trustee under this Agreement, whereupon such retiring or removed administrative agent, collateral agent, trustee or indenture trustee shall be discharged from its duties and obligations under this Agreement. Each Administrative Agent agrees to provide written notice to the Collection Account Agent and each other Administrative Agent of any successor agent appointed under the Receivables Documents or any Joined Party Transaction Documents promptly upon the effectiveness of any such succession.

Further Assurances. Each of the parties hereto agrees, at the sole cost and expense of the Company, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or as may be reasonably requested by any other party to this Agreement, in order to effectuate the rules of distribution and allocation set forth in this Agreement, to otherwise effectuate the agreements made in this Agreement or to exercise and enforce the rights and remedies under this Agreement.

Automatic Removal of Party. Notwithstanding any other provision of this Agreement to the contrary, the rights of any Administrative Agent, the Receivables Facility SPV or any Securitization SPV, as applicable, shall cease on the date on which the obligations under its respective Receivables Documents or Joined Party Transaction Documents, as applicable, are paid in full and such Receivables Documents or Joined Party Transaction Documents, as applicable, have been terminated in accordance with the terms thereof and such party,

[Reserved].

Concerning the Collection Account Agent.

Each of the parties hereto acknowledges and agrees that (i) the duties, responsibilities and obligations of the Collection Account Agent shall be limited to those expressly set forth in this Agreement, each of which are solely mechanical and administrative in nature, and shall not be construed to be fiduciary, and no duties, covenants, functions, responsibilities, liabilities or obligations shall be inferred or implied, (ii) the Collection Account Agent shall not be responsible for determining or compelling compliance with any other document (including the Receivables Documents or the Joined Party Transaction Documents) in its capacity as the Collection Account Agent, (iii) the Collection Account Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder, if it shall have reasonable grounds for believing that such repayment of such funds or indemnity and/or security satisfactory to it is not assured to it and (iv) the Collection Account Agent shall not be obligated to take any legal or other action hereunder, which might in its reasonable judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification and/or security satisfactory to it.

The Collection Account Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement its own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Notwithstanding any other provision of this Agreement, the Collection Account Agent shall not be liable (i) for any indirect, incidental, consequential, punitive or special losses or damages, regardless of the form of action and whether or not any such losses or damages were foreseeable or contemplated or (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or sub-custodians appointed by it with due care.

The Collection Account Agent shall be entitled to rely upon any order, judgment, certification, demand, instruction, notice, instrument, certification, consent, authorization, receipt, power of attorney, e-mail, .pdf or other writing delivered to it without being required to determine the authenticity or validity thereof, or the

The Collection Account Agent may consult with counsel satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice of such counsel.

Notwithstanding anything contained in the Agreement to the contrary, the Collection Account Agent shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control (including, without limitation, any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Agent wire services or any electronic communication facility).

Whether or not the transactions contemplated hereby are consummated, the Company hereby agrees to indemnify the Collection Account Agent for, and hold the Collection Account Agent, and the officers, members, directors, trustees, employees, agents and affiliates of the Collection Account Agent (each, an “Indemnitee”) harmless from, all claims, demands, losses, liabilities, obligations, penalties, actions, judgments, suits, costs, fees and expenses, including reasonable legal fees and expenses of counsel, of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any Indemnitee in any way arising out of, resulting from or with respect to this Agreement, any Collection Account Control Agreement, each Collection Account and the services provided with respect thereto, including, without limitation: (a) any action taken, or not taken, by the Collection Account Agent in regard thereto in accordance with the terms of this Agreement or any Collection Account Control Agreement, including with respect to the exercise by the Collection Account Agent of any of its respective rights or remedies under this Agreement or any Collection Account Control Agreement; (b) cash, checks, money orders and other items of value of any of the parties as may now or hereafter be paid, deposited, credited or held (whether for collection, provisionally or otherwise), including, without limitation, any automated clearinghouse transactions, which are returned for any reason, and any adjustments, and (c) any investigation, litigation or proceeding (including any bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) relating to any of the foregoing, whether based on common law, contract, tort or any other theory, whether brought by the Company or any other Person, and regardless of whether any Indemnitee is a party thereto; provided, however, that this provision shall not protect any Indemnitee against any liability caused by the gross negligence or willful misconduct of such Indemnitee as

As to any matter not expressly provided for by this Agreement, the Collection Account Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Parties; provided, however, that the Collection Account Agent shall not be required to take any action, which may expose the Collection Account Agent to any liability or that is contrary to this Agreement or any Requirement of Law.

The Company, the Receivables Facility SPV and each Securitization SPV hereby authorizes and directs the Collection Account Agent to comply, and the Collection Account Agent agrees to comply, with instructions originated by the Required Parties in accordance with this Agreement directing the disposition of funds from time to time in any Collection Account or as to any other matters relating to any Collection Account or any of the other Collateral or Account Collateral without further consent by any of Company, the Receivables Facility SPV or any Securitization SPV. The Collection Account Agent hereby agrees to promptly provide copies of all such instructions to the Company, the Receivables Facility SPV and each Securitization SPV. The Collection Account Agent shall be entitled to rely and act upon any written instructions received by the Collection Account Agent from the Required Parties, even if such instructions shall be contrary to any instructions received by the Collection Account Agent from any of the Company, the Receivables Facility SPV or any Securitization SPV.

The Collection Account Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person, without further inquiry. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of any Administrative Agent, the Collection Account Agent may presume that such condition is satisfactory to such Administrative Agent unless the Collection Account Agent shall have received notice to the contrary from such Administrative Agent. The Collection Account Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be

The Collection Account Agent shall not be deemed to have knowledge or notice of the occurrence of any Default unless the Collection Account Agent has received a written notice from an Administrative Agent or the Company referring to this Agreement describing such Default and stating that such notice is a “Notice of Default”.    Subject to the terms of this Section 18.10, the Collection Account Agent shall take such action with respect to such Default as shall be directed in writing by the Required Parties.

The Collection Account Agent shall not be responsible or liable for (i) any recital, statement, representation or warranty made by the Company and contained in this Agreement or in any Financing Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collection Account Agent under or in connection with, this Agreement or any Financing Agreement, or for the adequacy, accuracy or completeness of any information supplied by the Company or any other Person under or in connection with this Agreement or any Financing Agreement, or the transactions contemplated by this Agreement, any Financing Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement or in any Financing Agreement, or for inspecting the properties, books or records of the Company, (ii) the value of, title to or perfection of any of the Account Collateral, (iii) the legality, validity, effectiveness, genuineness, adequacy, sufficiency or enforceability of this Agreement, any Financing Agreement or any other agreement or document referred to or provided for herein or therein or (iv) any failure by the Company or any other party to this Agreement or any Financing Agreement to perform its obligations hereunder or thereunder.

The Collection Account Agent shall not (i) be charged with knowledge of the terms of any Financing Agreement to which it is not a party, (ii) be responsible for the compliance by any other party with the terms of the Financing Agreements, or (iii) be liable or responsible for any loss or diminution in value of any of the Account Collateral, other than any loss or diminution in value of the Account Collateral caused by the gross negligence or willful misconduct of the Collection Account Agent as determined in a final, non-appealable judgment by a court of competent jurisdiction.

The Collection Account Agent shall not have any duty or liability (i) for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it or by any of the Collection Account Banks, (ii) with respect to the filing of continuation statements, termination statements, or financing statements of any kind, nor for perfection of any security interest with respect to the Account Collateral or otherwise under the Collection Account Control Agreements or any Financing Agreement, (iii) to ascertain or inquire as to, or determine, confirm or verify, the information, contents or amount of any notice, certificate, report or other document delivered hereunder, (iv) to make any calculations, (v) to independently determine if any payment or funds transfer is required to be made pursuant to this Agreement, (vi) to make any payment, funds transfer or take any action hereunder unless it is first instructed, in writing, by the proper party to make such payment, transfer or take such action, or (vii) to determine if any necessary consent is obtained or notice is given to the extent that the Collection Account Agent is acting in accordance with written instructions provided to it pursuant to and subject to the terms and conditions of this Agreement.

The Collection Account Agent shall not be bound to monitor or inquire (i) whether or not any Default has occurred, (ii) as to the observance, completion, performance, compliance, default or breach by any party (other than the Collection Account Agent) of its obligations, covenants or agreements hereunder or under the Collection Account Control Agreements or any Financing Agreement, or with respect to any reports or other documents filed under this Agreement, the Collection Account Control Agreements or any Financing Agreement; or (iii) whether any other event or condition specified in the Collection Account Control Agreements or any Financing Agreement has occurred.

[Reserved].

The Collection Account Agent may engage or be interested in any financial or other transactions with any party to this Agreement and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such Persons as freely as if it were not the Collection Account Agent hereunder.

The authorizations, rights, privileges, protections and benefits given to the Collection Account Agent are extended to, and shall be enforceable by, the Collection Account Agent hereunder, and under any Collection Account Control Agreement to which it is a party.

The Collection Account Agent is hereby authorized to obey and comply with all writs, orders, judgments or decrees issued by any court or administrative agency. The Collection Account Agent shall not be liable to any of the parties hereto, their successors, heirs or personal representatives by reason of the Collection Account Agent’s compliance with such writs, orders, judgments or decrees, notwithstanding that such writ, order, judgment or decree may later be reversed, modified, set aside or vacated.

The Collection Account Agent shall not be responsible or liable to perform any duties or obligations (including Allocation Services) of the Company hereunder or under any Financing Document (including after a Default has occurred); provided, however, that the foregoing shall not limit the rights and obligations of the Collection Account Agent hereunder to instruct the disposition of funds in each Collection Account in accordance with the written instructions of the Required Parties.

Subject to the appointment and acceptance of a successor Collection Account Agent, as provided below, the Collection Account Agent may resign at any time by giving sixty (60) days’ written notice thereof to each other party hereto. The Collection Account Agent may be removed at any time with or without cause by the Administrative Agents upon thirty (30) days’ notice to the Collection Account Agent and the Company. Notwithstanding anything to the contrary, no resignation or removal of the Collection Account Agent shall be effective until (i) a successor Collection Account Agent is appointed in accordance with this Section 18.20, (ii) the resigning or removed Collection Account Agent has transferred to its successor all of its rights and obligations in its capacity as the Collection Account Agent under this Agreement and each Collection Account Control Agreement (including any funds on deposit in accounts held by the Collection Account Agent (if applicable) to new accounts established by the successor Collection Account Agent), and (iii) the successor Collection Account Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Collection Account Agent hereunder and under each Collection Account Control Agreement. Upon any such resignation, the Administrative Agents shall have the right to jointly appoint a successor with, so long as no Default has occurred and is continuing, the consent of the Company (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Administrative Agents and, if applicable, approved by the Company and shall have accepted such appointment prior to the effective date of such resignation, then the resigning Collection Account Agent may (but shall not be required), with the consent of the Administrative Agents and, so long as no Default has occurred and is continuing, the consent of the Company (not to be unreasonably withheld or delayed), appoint a successor Collection Account Agent

The Company shall pay the Collection Account Agent for its services performed hereunder such fees as separately agreed by the Company and the Collection Account Agent. The Company agrees to pay to the Collection Account Agent all out-of-pocket costs and expenses incurred by the Collection Account Agent, including the reasonable fees and expenses of its counsel, in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the Collection Account Control Agreements, and any amendments, modifications or waivers of the provisions hereof or thereof, and all reasonable and documented out-of-pocket expenses incurred by Collection Account Agent (including the reasonable fees and expenses of its counsel) in connection with the exercise, enforcement or protection (whether through negotiations, legal proceedings or otherwise) of its rights under this Agreement and the Collection Account Control Agreements.

Termination. This Agreement shall continue in effect until the obligations under the Receivables Documents and each of the Joined Party Transaction Documents, respectively, are paid in full (as notified in writing by the Company to the Collection Account Agent and each Administrative Agent).

Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original executed counterpart hereof or any other electronic means as provided in the immediately following sentence. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE COLLECTION ACCOUNT AGENT IN THE LOCK-BOXES, THE COLLECTION ACCOUNTS OR ANY ACCOUNT SECURED PARTY IN THE ACCOUNT COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

Consent to Jurisdiction.

Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT.

Amendments. Except for any Joinder Agreement, no amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto (other than any Person as to which this Agreement has been terminated pursuant to Section 16). Each Joinder Agreement shall be executed by the Collection Account Agent, the Company, the related Joined Party and the related Securitization SPV, if any, and the Company shall cause a copy of each Joinder Agreement to be delivered to each other party hereto.

Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns; provided that the Company shall not be permitted to assign this Agreement or all or any portion of the Account Collateral without the consent of the Collection Account Agent and the Administrative Agents.

Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

No Petition. Each of the Collection Account Agent, each Administrative Agent, the Company, the Receivables Facility SPV, each Securitization SPV and each Joined Party hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all amounts due under or in connection with the last to terminate of the (i) Receivables Financing Agreement and (ii) the last to terminate of the Joined Party Transaction Documents, it will not institute against, or join any other Person in instituting against, the Receivables Facility SPV or any Securitization SPV, as applicable, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law, including any sequestration order; provided, that the RFA Administrative Agent may take any such action in its sole discretion following the occurrence of a Default. This Section 25 shall survive the termination of this Agreement.

Notices. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile and email communication) and faxed, emailed or delivered, to each party hereto, at its address set forth under its name on its signature page hereto or in the applicable Joinder Agreement or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile or email shall be effective upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return electronic mail or other written acknowledgement), and notices and communications sent by other means shall be effective when received. All written directions and instructions to the Collection Account Agent, including Control Directions (each of which shall be provided by email (with an attachment in Portable Document Format (.pdf) signed by an authorized signatory)) given hereunder, shall be in English and executed by an officer or other representative who is legally authorized to act on behalf of, and to legally bind, the Company or the Administrative Agents, as applicable. No person shall be deemed to be an authorized signatory of the Company or the Administrative Agents, as applicable, unless such person is named on a certificate of incumbency of, or is otherwise named in a written notice signed by an authorized signatory and delivered by, the Company or the related Administrative Agent. The Company and the Administrative Agents shall deliver to the Collection Account Agent, on or before the execution of this Agreement, a certificate, in form and substance satisfactory to the Collection Account Agent, setting forth the names and specimen signatures of such parties’ authorized signatories permitted to provide instructions to the Collection Account Agent, and promptly provide any changes to such certificate from time to time thereafter. The Collection Account Agent shall be entitled to rely conclusively on such certificate until it receives a certificate specifically stating that it is a superseding certificate.

Limited Recourse.

No recourse under or with respect to any obligation, covenant or agreement of the Receivables Facility SPV or any Securitization SPV under this Agreement shall be had against any member, incorporator, stockholder, affiliate, officer, employee, manager or director of the Receivables Facility SPV or any Securitization SPV; it being expressly agreed and understood that the agreements of the Receivables Facility SPV and each Securitization SPV are, in each case, solely the limited liability company or corporate obligations of such entity.

No claim may be made by the Company, the Receivables Facility SPV, any Securitization SPV or the Collection Account Agent against any Administrative Agent or their respective affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection herewith or therewith; and each of the Company, the Receivables Facility SPV, each Securitization SPV and the Collection Account Agent hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. None of the Administrative Agents and their respective affiliates shall have any liability to the Company, the Receivables Facility SPV, any Securitization SPV or the Collection Account Agent or any affiliate thereof or any other Person asserting claims on behalf of or in right of the Company, the Receivables Facility SPV, any Securitization SPV or the Collection Account Agent or any affiliate thereof in connection with or as a result of this Agreement or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company, the Receivables Facility SPV, any Securitization SPV or the Collection Account Agent or any affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Administrative Agent in performing its duties and obligations hereunder.

The obligations of each Administrative Agent under this Agreement are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement any member, director, officer, employee or incorporator of any such Person.

This Section 27 shall survive the termination of this Agreement.

Indemnification of Administrative Agents.

Without limiting any other rights that any Administrative Agent and their respective assigns, officers, directors, agents and employees (each, an “Indemnified Party”) may have hereunder, under the Receivables Documents or the applicable Joined Party Transaction Documents, as applicable, or under applicable law, the Company hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including all reasonable and documented fees, costs, expenses and disbursements of a single external counsel engaged by such Indemnified Party) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement; excluding, however, Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted solely from the gross negligence or willful misconduct by such Indemnified Party seeking indemnification. Without limiting or being limited by the foregoing, the Company shall pay on demand (it being understood that such payment will be made first from amounts on deposit in the Collection Accounts representing payments on Retained Assets), to the applicable Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts which such Indemnified Party is entitled to receive hereunder.

If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless for any Indemnified Amount, then the Company shall contribute to such Indemnified Party the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Company and its affiliates on the one hand and such Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Company and its affiliates and such Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to each Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Indemnified Parties.

This Section 28 shall survive the termination of this Agreement.

To the extent that the Company has failed for any reason to pay in full any amounts owing by the Company to the Collection Account Agent in accordance with Section 18.6 or 18.21 within ten (10) days after demand therefor, including from amounts on deposit in the Collection Accounts representing payments on Retained Assets (which may be withdrawn by the Collection Account Agent in accordance with Section 12.5), without relieving the Company of its obligations under Sections 18.6 or 18.21, the Administrative Agents then party to this

MUFG BANK, LTD.,

as RFA Administrative Agent

Collection Account Intercreditor Agreement, dated as of October 5, 2020