Account Control. (a) The Servicer acknowledges, represents and agrees that it has established each of the Lock-box Accounts, each of the Collection Accounts and the Omnibus Account and further acknowledges, represents and agrees that each such Account is a deposit 22 (b) The Collateral Agent hereby agrees that it shall (i) not deliver a Remittance Notice unless an Event of Termination shall have occurred and be continuing, (ii) deliver a Remittance Notice to ADT simultaneously with delivery of such Remittance Notice to the applicable account bank, and (iii) promptly rescind such Remittance Notice upon the cure or waiver of such Event of Termination, so long as no other Event of Termination or the Acceleration Date shall have occurred. ADT and the Collateral Agent hereby acknowledge and agree that the Daily Remittance Amount is intended to reflect the estimated amount of Collections. Accordingly, (i) ADT hereby agrees that after the delivery of the Remittance Notice, it shall not direct the account bank in respect of the Omnibus Account to distribute, apply or otherwise transfer any amounts to an account other than the Collateral Agent’s Account or the Reserve Account unless it has certified to the Collateral Agent that such amounts do not constitute Collections, together with reasonably detailed evidence supporting such certification and (ii) the Collateral Agent hereby agrees, and the parties hereto hereby acknowledge, that the Collateral Agent shall (A) promptly (following a two Business Day reconciliation period), cause an amount equal to the amount of Collections actually deposited to the Collateral Agent’s Account from the Omnibus Account since the date of delivery of such Remittance Notice, to be remitted (without duplication of any such amounts previously remitted) from the Reserve Account, to the extent funds are available therein, to the Omnibus Account, (B) remit amounts on deposit in the Reserve Account to the Collateral Agent’s Account in an amount equal to Collections (including Deemed Collections) that it reasonably determines in good faith (based upon ADT’s certification set forth in clause (i) above, the evidence supporting such certification, and the other reports, documents, certification and other information received by the Collateral Agent hereunder or under the other Transaction Documents) should have been deposited into the Collateral Agent’s Account but were not so deposited other than by reason of bankruptcy or insolvency, financial or credit condition or financial default, of the applicable Obligor (the “Missing Collections”); provided, that to the extent any such Missing Collections are otherwise subsequently deposited to the Collateral Agent’s Account with notice from ADT to the Collateral Agent that such amounts constitute Missing Collections and evidence reasonably satisfactory to the Collateral Agent that such amounts constitute such Missing Collections, the Collateral Agent shall promptly credit such received Missing Collections (without any interest) to the Reserve Account to avoid duplication of Collections, and (C) notwithstanding any security interest in the Reserve Account, no amount from the 23 SK 28677 0004 8494650 v1217 (c) In addition, the Collateral Agent agrees that in the event any Lock-box Account, any Collection Account or the Omnibus Account is subject to a Payment Direction, and such account subsequently becomes subject to a Control Agreement or ADT certifies to the Collateral Agent, Administrative Agent and each Purchaser and Purchaser Agent, with evidence reasonably satisfactory to the Collateral Agent, that no Collections are on deposit in such account and no further Collections on Pool Receivables can be deposited in such account, the Collateral Agent shall promptly terminate the Payment Direction relating to such account. ARTICLE IV FEES AND YIELD PROTECTION SECTION
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Account Control. (a) The Servicer acknowledges, represents and agrees that it has established each of the Lock-box Accounts, ,caused the Seller to establish the Payment Account and each of the Collection Accounts and the Omnibus Account and further acknowledges, represents and agrees that each such Collection Account and Payment Account is a deposit 22account maintained at an Eligible Bank. Without limiting the Servicer’s obligation pursuant to Clauses (c) or (d) of Section 7.6, if, at any time, any Lock-box Account, any Collection Account or the OmnibusPayment Account ceases to be with an Eligible Bank, the Servicer, and the Seller shall, as promptly as practicable and in any event within thirty (30) days after the Servicer or the Seller has knowledge thereof, (i) establish or cause to be established a new Lock-box Account, Collection Account or Omnibusand Payment Account, as the case may be, with a depository institution that is an Eligible Bank, (ii) transfer any amounts held in such Collection Account and Payment Account to such new Lock-box Account, Collection Account or OmnibusPayment Account, as the case may beapplicable, and (iii) cause a Payment Direction or Control Agreement to be in full force and effect in respect of such Eligible Bank. TheNeither the Servicer nor the Seller shall not terminate any Collection Account or the OmnibusPayment Account except as contemplated by this Section 3.6 and without the prior written consent of the Collateral Agent. Neither the Servicer nor the Seller shall cause or instruct any account bank maintaining any Collection Account or Payment Account to incur fees, costs and expenses other than the ordinary course fees, costs and expenses (including relating to Returned Items) relating to maintaining such Collection Account or Payment Account.
(b) The Collateral Agent hereby agrees that it shall (i) not deliver a Remittance Notice unless an Event of Termination shall have occurred and be continuing, (ii) deliver a Remittance Notice to ADT simultaneously with delivery of such Remittance Notice to the applicable account bank, and (iii) promptly rescind such Remittance Notice upon the cure or waiver of such Event of Termination, so long as no other Event of Termination or the Acceleration Date shall have occurred. ADT and the Collateral Agent hereby acknowledge and agree that the Daily Remittance Amount is intended to reflect the estimated amount of Collections. Accordingly, (i) ADT hereby agrees that after the delivery of the Remittance Notice, it shall not direct the account bank in respect of the Omnibus Account to distribute, apply or otherwise transfer any amounts to an account other than the Collateral Agent’s Account or the Reserve Account unless it has certified to the Collateral Agent that such amounts do not constitute Collections, together with reasonably detailed evidence supporting such certification and (ii) the Collateral Agent hereby agrees, and the parties hereto hereby acknowledge, that the Collateral Agent shall (A) promptly (following a two Business Day reconciliation period), cause an amount equal to the amount of Collections actually deposited to the Collateral Agent’s Account from the Omnibus Account since the date of delivery of such Remittance Notice, to be remitted (without duplication of any such amounts previously remitted) from the Reserve Account, to the extent funds are available therein, to the Omnibus Account, (B) remit amounts on deposit in the Reserve Account to the Collateral Agent’s Account in an amount equal to Collections (including Deemed Collections) that it reasonably determines in good faith (based upon ADT’s certification set forth in clause (i) above, the evidence supporting such certification, and the other reports, documents, certification and other information received by the Collateral Agent hereunder or under the other Transaction Documents) should have been deposited into the Collateral Agent’s Account but were not so deposited other than by reason of bankruptcy or insolvency, financial or credit condition or financial default, of the applicable Obligor (the “Missing Collections”); provided, that to the extent any such Missing Collections are otherwise subsequently deposited to the Collateral Agent’s Account with notice from ADT to the Collateral Agent that such amounts constitute Missing Collections and evidence reasonably satisfactory to the Collateral Agent that such amounts constitute such Missing Collections, the Collateral Agent shall promptly credit such received Missing Collections (without any interest) to the Reserve Account to avoid duplication of Collections, and (C) notwithstanding any security interest in the Reserve Account, no amount from the 23 SK 28677 0004 8494650 v1217▇▇▇▇▇▇▇ v1726
(c) In addition, the Collateral Agent agrees that in the event any Lock-box Account, any Collection Account or the Omnibus Account is subject to a Payment Direction, and such account subsequently becomes subject to a Control Agreement or ADT certifies to the Collateral Agent, Administrative Agent and each Purchaser and Purchaser Agent, with evidence reasonably satisfactory to the Collateral Agent, that no Collections are on deposit in such account and no further Collections on Pool Receivables can be deposited in such account, the Collateral Agent shall promptly terminate the Payment Direction relating to such account. ARTICLE IV FEES AND YIELD PROTECTION SECTION
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