Common use of Payments on Receivables, Collection Accounts Clause in Contracts

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to enforce each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof.; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Xxxxx Exception Account or HSBC Exception Account to a Collection Account. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Borrower Seller (or the Servicer on its behalf) will use commercially reasonable efforts cause each Collection Account Bank to enforce comply with the terms of each applicable Account Control Agreement. At all times after The Seller shall not permit funds other than (i) Collections on Pool Receivables and other Support Assets and (ii) Whitehall Funding Collections to be deposited into the Closing Date, the Borrower GBG Account. The Seller shall not permit funds other than Collections on Pool Receivables and other Collateral Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Borrower Seller shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, which consent shall not be unreasonably withheld, conditioned or delayedother than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-BoxBox or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account. Without the prior written consent of the Administrative Agent, the Servicer shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. The Servicer shall, and shall cause each Originator to, remit all Collections received in a Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer shall, and shall cause each Originator to, remit all Collections received in a HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Servicer shall, and shall cause each Originator and CIT to, remit all Collections received in a CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Borrower (or Servicer will enforce the Servicer on its behalf) will use commercially reasonable efforts to enforce terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Servicer’s indemnification obligations with respect to commingling pursuant to Section 12.02. The Borrower Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, which consent shall not be unreasonably withheld, conditioned or delayedother than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Retitling Date, the GBG Account. Such Originator shall remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) and CIT shall remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Originators shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. Each Originator (or the Servicer on its behalf) will at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from property of the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)an Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Purchasers 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 Borrower (or Originators will enforce the Servicer on its behalf) will use commercially reasonable efforts to enforce terms of each applicable Account Control Agreement. At all times after Each Originator shall not permit funds other than (i) Collections on Pool Receivables and other Support Assets and (ii) Whitehall Funding Collections to be deposited into the Closing Date, the Borrower GBG Account. The Originators shall not permit funds other than Collections on Pool Receivables and other Collateral to be Support Assets are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Originators will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with GBG until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from such Originator’s indemnification obligations with respect to commingling. The Borrower Originators shall only add (or replace permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, 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, which consent shall not be unreasonably withheld, conditioned or delayedother than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. (i) The Borrower Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-BoxBox or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator and CIT to remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Seller shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Borrower Seller (or the Servicer on its behalf) will use commercially reasonable efforts cause each Collection Account Bank to enforce comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower The Seller shall not permit funds other than Collections on Pool Receivables and other Collateral Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower Seller (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Seller’s indemnification obligations with respect to commingling pursuant to Section 12.01. The Borrower Seller shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Seller shall ensure that no disbursements are made from any Collection Account, which consent shall not be unreasonably withheld, conditioned or delayedother than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. (i) The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Xxxxx Exception Account Conditions are then satisfied, a Xxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. The Servicer shall, and shall cause each Originator to, remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Without the prior written consent of the Administrative Agent, the Servicer shall not terminate or change any standing instruction given to CIT, Xxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Xxxxx Exception Account or HSBC Exception Account to a Collection Account. The Servicer shall, and shall cause each Originator to, remit all Collections received in a Xxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer shall, and shall cause each Originator to, remit all Collections received in a HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof.; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Servicer shall, and shall cause each Originator and CIT to, remit all Collections received in a CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchasers and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Borrower (or Servicer will enforce the Servicer on its behalf) will use commercially reasonable efforts to enforce terms of each applicable Account Control Agreement. At all times after The Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Support Assets and (ii) Whitehall Funding Collections to be deposited into the Closing Date, the Borrower GBG Account. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral Support Assets to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Purchaser or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with Whitehall Funding Collections until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided further, however, that any such commingling shall not derogate from the Servicer’s indemnification obligations with respect to commingling pursuant to Section 12.02. The Borrower Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, in each case, with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, which consent shall not be unreasonably withheld, conditioned or delayedother than such disbursements that are made at the direction and for the account of the Seller.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (A) a Collection Account or a Lock-Box, or (B) (x) so long as each of the CIT Account Conditions are then satisfied, a CIT Account, (y) so long as each of the Wxxxx Exception Account Conditions are then satisfied, a Wxxxx Exception Account or (z) so long as each of the HSBC Exception Account Conditions are then satisfied, a HSBC Exception Account or (C) prior to the occurrence of the Blocked Account Retitling Date, the GBG Account. Such Originator shall remit all Collections received in the GBG Account to a Collection Account no later than five (5) Business Days following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any Wxxxx Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Each Originator (or the Servicer on its behalf) shall remit all collections received in any HSBC Exception Account directly to a Collection Account no later than one (1) Business Day following receipt thereof; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. Each Originator (or the Servicer on its behalf) and CIT shall remit all Collections received in any CIT Account directly to a Collection Account no later than one (1) Business Day following receipt thereof. Without the prior written consent of the Administrative Agent, the Originators shall not terminate or change any standing instruction given to CIT, Wxxxx or HSBC with respect to the daily remittance of Collections from any CIT Account, Wxxxx Exception Account or HSBC Exception Account to a Collection Account. Each Originator (or the Servicer on its behalf) will at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from property of the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)an Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Purchasers 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; provided, however, that so long as each of the HSBC Exception Account Conditions are then satisfied, no Centric-BCBG Retail Collections received in any HSBC Exception Account shall be required to be remitted to a Collection Account unless requested by the Administrative Agent in writing. The Borrower (or Originators will enforce the Servicer on its behalf) will use commercially reasonable efforts to enforce terms of each applicable Account Control Agreement. At all times after Each Originator shall not permit funds other than (i) Collections on Pool Receivables and other Support Assets and (ii) Whitehall Funding Collections to be deposited into the Closing Date, the Borrower GBG Account. The Originators shall not permit funds other than Collections on Pool Receivables and other Collateral to be Support Assets are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Originators will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds; provided, however, that Collections may be commingled (i) in the GBG Account with GBG until required to be remitted to a Collection Account in accordance with this Agreement and (ii) in any CIT Account with other funds until required to be remitted to a Collection Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from such Originator’s indemnification obligations with respect to commingling. The Borrower Originators shall only add (or replace permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition or replacement 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 Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) or CIT Account, 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, which consent shall not be unreasonably withheld, conditioned or delayedother than such disbursements that are made at the direction and for the account of the Buyer.

Payments on Receivables, Collection Accounts. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Master Servicer will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables, (ii) to segregate such Collections from Lease Receivable Collections and other property of the Master Servicer and the Originators and (iii) to identify Lease Receivable Collections received from time to time and the Lease Receivable to which each portion of Lease Receivable Collections relate. If any payments on the Pool Receivables or other Collections are received by the Borrower (other than in a Collection Account)Seller, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Purchasers and the 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 Borrower (or the Master Servicer on its behalf) will use commercially reasonable efforts to enforce each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall not permit funds other than (i) Collections on Pool Receivables Receivables, (ii) other Sold Assets and other Seller Collateral and (iii) Lease Receivable Collections, to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. At all times after the Closing Date, the Borrower The Master Servicer will not, and will not permit the ServicerSeller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent Purchaser or any other Secured Party is entitled, with any other fundsfunds (other than the temporary commingling with Lease Receivable Collections on the terms set forth in this Agreement). The Borrower Master Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account a Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Master Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, which consent shall not be unreasonably withheld, conditioned other than (i) such disbursements that are made at the direction and for the account of the Seller and (ii) the transfer of Lease Receivable Collections out of the Collection Accounts. Notwithstanding anything to the contrary set forth in this Agreement or delayed.any other Facility Document: