Collections Subsequent to the Closing Date. All Collections in respect of the Assets received before the Cut-off Date shall be for the account of Seller and all Collections in respect of the Assets received on or after the Cut-Off Date shall be for the account of Buyer, except that Collections received on or after the Cut-Off Date which are in connection with (a) overpayments by Seller to third party vendors; and (b) refunds of monies advanced by Seller, including refunds for insurance premiums, shall be for the account of Seller. Seller shall have no duty or obligation to Buyer after the Closing Date to collect or pursue collection of any amounts due and owing as of the Closing Date on any Loan. If at any time on or after the Closing Date, either Party (the “Receiving Party”) receives Collections to which the other Party is entitled pursuant to the terms hereof, such Receiving Party shall (i) accept and hold such Collections for the account and sole benefit of the other Party, (ii) have no equitable or beneficial interest in such Collections, and (iii) deliver the Collections (free of any withholding, setoff, recoupment, or deduction of any kind, except as required by law, within 30 Business Days after the date of receipt thereof by such Receiving Party to the other Party in the same form received (to the extent practicable) and, when necessary or appropriate, with such Receiving Party’s endorsement (without recourse, representation, or warranty), except to the extent prohibited under any applicable law, rule, or order. If any of the Collections received by such Receiving Party and transferred to the other Party pursuant to this Section 3.6 has been made to the other Party wrongfully or in error, is returned due to insufficient funds or is otherwise required to be returned or disgorged by such Receiving Party, the other Party shall promptly return such Collections to such Receiving Party, together with all related interest and charges payable by such Receiving Party, and in the case of a court order in connection with a bankruptcy or other proceeding, Buyer shall promptly pay directly to such court any amounts required to be disgorged and/or returned; however, in the event Seller pays such monies, Buyer shall promptly reimburse Seller for any such payments.
Collections Subsequent to the Closing Date. Any and all Collections in respect of the Transferred Interests received on or after the Closing Date shall be for the account of Purchaser. If at any time on or after the Closing Date, the Seller receives any Collection with respect to the Transferred Interests, the Seller shall (i) accept and hold such Collection in trust for the account and sole benefit of the Purchaser and segregate such Collection from all other funds and property held by Seller, (ii) have no equitable or beneficial interest in such Collection, and (iii) reasonably promptly (and in any event within two business days) deliver the Collection (free of any withholding, setoff, recoupment, or deduction of any kind except as required by applicable law) to the Purchaser in the same form received.
