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 a Collection Account or a Lock-Box. 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 received from time to time and (iv) to segregate such Affiliate 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 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 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 a Collection Account or a Lock-Box. 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 and Deemed Collections received from time to time on Pool Receivables, (ii) Receivables and to segregate such Collections and Deemed Collections from other property of the Originators, (iii) to identify Affiliate Collections received from time to time Servicer and (iv) to segregate such Affiliate 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 or Deemed Collections 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 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 At all times after the Closing Date, the Borrower shall use commercially reasonable efforts to not permit funds other than (i) Collections and Deemed 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 use commercially reasonable efforts to not permit any other Person to, commingle Collections or Deemed 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 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 reasonably 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 Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The 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, will at all times, instruct all Obligors to deliver payments on the Pool Receivables (A) 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. Each The Originator (or the Servicer on its behalf) will, at all times, cause any Collections of Pool Receivables received in a Settlement Account to be swept within one (1) Business Day to a Collection Account pursuant to standing instructions to the Settlement Agent; provided that the Administrative Agent, upon written notice to the Buyer, may require the Buyer to establish one or more Collection Accounts at PNC and sweep all Collections received in the Settlement Accounts to such Collection Account(s) maintained at PNC. The Originator will, and will at all times, instruct all Obligors to 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 received from time to time and (iv) to segregate such Affiliate 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 AgentOriginator. If any payments on the Pool Receivables or other Collections are received by an the 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, the 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 Originator 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 Air Center 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 Air Center 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 Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days identify 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 transfer such funds 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 Air Center 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 appropriate Person entitled 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 fundspurchaser to obtain such consents from such account debtors. The Originators Originator will not, and will not permit any other Person to, to commingle Collections or other funds to which the Buyer, 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:funds.

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 a Collection Account or a Lock-Box. 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 received from time to time Servicer and (iv) to segregate such Affiliate 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 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 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 Servicer 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 Such Sub-Originator will, will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. Each Such Sub-Originator (or the Servicer on its behalf) will, 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 received from time to time the Sub-Originators and (iv) to segregate such Affiliate 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 AgentOriginator. If any payments on the Pool Receivables or other Collections are received by an Originator, the Buyer or the Servicerit, 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) Business Days after receipt) remit such funds into a Collection Account. The Originators Such Sub-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 Such Sub-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, such Sub-Originator will within the Originators will cause 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 Such Sub-Originator will not, and will not permit any other Person to, to commingle Collections or other funds to which the SPV, 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 Such Sub-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 Such Sub-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 Such Sub-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 Originator will, at all timeson and after the Initial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. 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 received from time to time and (iv) to segregate such Affiliate 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 AgentOriginator. If any payments on the Pool Receivables or other 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 (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. The Originators will use commercially reasonable efforts to ensure that At all times after the Closing Date, each Collection Account Bank complies with the terms of each applicable Account Control Agreement. The Originators Originator shall not permit funds other than (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, Related Rights 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 the Servicer tosuch Originator will, 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, commingle Collections or other funds to which the Buyer, the Administrative Agent, any Lender Group Agent or any other Secured Party is entitled, 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 on Schedule II to 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 reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Originators An 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 Each 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 The Borrower (or the Servicer on its behalf) will, and will cause each Originator willand each Sub-Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. Each Originator The Borrower (or the Servicer on its behalf) will, and will cause each Originator and each Sub-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 OriginatorsServicer, (iii) to identify Affiliate Collections received from time to time the Sub-Originators and (iv) to segregate such Affiliate 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 are received by the Borrower, the Servicer, a Sub-Originator 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 (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) 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 (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 will cause Borrower (or the Servicer toon its behalf) will within the Required De-Commingling Period, 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 Sub-Originator, 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 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 a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer 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 (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 received from time to time Servicer and (iv) to segregate such Affiliate 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 Collections, 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 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 Lenders as form of checks received from Physical Check Obligors received by the Buyer’s assignees) and 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. 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, except in connection with any Permitted Commingling (and for the avoidance of doubt, only so long as, the Administrative Agent has not provided notice that Permitted Commingling is no longer allowed as set forth below). 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 funds, except for any Permitted Commingling. At any time upon notice from the Administrative Agent (at the direction of Affiliate Collections in any the Majority Group Agents), the Administrative Agent (at the direction of the Majority Group Agents) may no longer allow Permitted Commingling and, within 30 days of receipt of such notice, the Borrower shall (or shall cause the Servicer to) instruct all obligors on accounts receivable originated by Webhelp Americas LLC, Webhelp USA LLC and/or Webhelp California, Inc. to deliver payments on such accounts receivable into an account which is not a Collection Account. 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 Originator will, The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. 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 received from time to time Servicer and (iv) to segregate such Affiliate 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 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 Servicer shall instruct (i) all obligors on Excluded Receivables and (ii) all payors of amounts owing to the Originators will or their Affiliates (which do not 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 Servicer shall 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 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 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 (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 Commencing on the date that is 30 days following the Closing Date, the 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.