Common use of Payments on Receivables Clause in Contracts

Payments on Receivables. Each Originator will instruct all Account Debtors in respect of Subject Receivables to deliver payments on the Pool Receivables to an Intermediate Account or a Borrower Controlled Account. If any payments on the Pool Receivables or other Collections are received by an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent (on behalf of itself and the other Secured Parties under the ABL Credit Agreement) and promptly (but in any event within two (2) Business Days after receipt thereof by Borrower) remit such funds into an Intermediate Account, a Borrower Controlled Account or Collateral Agent Deposit Account (subject to netting against amounts then payable by Buyer to such Originator). The Originators shall not instruct or permit any payments other than payments in respect of Pool Receivables and Related Assets to be made to any Intermediate Account or Borrower Controlled Account (except, with respect to any Borrower Controlled Account, amounts payable to such Borrower (including for purposes of on-payment to the Administrative Agent, the Lenders or as otherwise permitted under the Loan Documents)). If any such funds are nevertheless deposited into any Intermediate Account or Borrower Controlled Account, the Originators will cause the Servicer to, within three (3) Business Days of an Originator Responsible Officer having knowledge thereof, identify and transfer such funds out of such account to (or pursuant to the instructions of) the Person entitled to such funds. The Originators will not, and will not instruct any other Person, to commingle collections on Subject Receivables with any other funds. The Originators shall not add to, replace or terminate any of the Intermediate Accounts (or any related lock-box or post office box) or make any change in its (or their) instructions to the Account Debtors in respect of Subject Receivables regarding payments to be made to the Intermediate Accounts (or any related lock-box or post office box) other than instructing Account Debtors to make payments to a different Intermediate Account (or related lock-box or post office box), unless the Administrative Agent shall have received (x) prior written notice of such addition, replacement, termination or change (such consent not to be unreasonably withheld, delayed or conditioned) and (y) a signed and acknowledged Cash Management Control Agreement (or amendment thereto) with respect to any such new Intermediate Accounts (or any related lock-box or post office box) confirming the requirements of Section 2.21 of the ABL Credit Agreement have been met.

Payments on Receivables. Each Originator will instruct all Account Debtors in respect of Subject Receivables to deliver payments on the Pool Receivables to an Intermediate Account or a Borrower Controlled Account. If any payments on the Pool Receivables or other Collections are received by an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent (on behalf of itself and the other Secured Parties under the ABL Credit Agreement) and promptly (but in any event within two (2) Business Days after receipt thereof by Borrower) remit such funds into an Intermediate Account, a Borrower Controlled Account or Collateral Agent Deposit Account (subject to netting against amounts then payable by Buyer to such Originator). The Originators Seller shall not instruct or permit any payments other than payments in respect of Pool Receivables and Related Assets to be made to any Intermediate Account or Borrower Buyer Controlled Account (except, with respect to any Borrower Buyer Controlled Account, amounts payable to such Borrower Buyer (including for purposes of on-payment to the Administrative Agent, the Lenders or as otherwise permitted under the Loan Documents)). If any such funds are nevertheless deposited into any Intermediate Account or Borrower Controlled Account, the Originators Buyer will cause permit the Servicer to, within three (3) Business Days of an Originator Responsible Officer having knowledge thereof, identify and Seller to transfer such funds out as contemplated in Section 6.1(f) of such account to the Intermediate Purchase Agreement (or pursuant prior notice to the instructions of) Administrative Agent, detailing the Person entitled to such fundsrelevant transfers made). The Originators Seller will not, and will not instruct any other Person, to commingle collections on Subject Receivables with any other funds. The Originators Seller shall not add to, replace or terminate any of the Intermediate Accounts (or any related lock-box or post office box) or make any change in its (or their) instructions to the Account Debtors in respect of Subject Receivables Sold Accounts regarding payments to be made to the Intermediate Accounts (or any related lock-box or post office box) other than instructing Account Debtors to make payments to a different Intermediate Account (or related lock-box or post office box), unless the Administrative Agent shall have received (x) prior written notice of such addition, replacement, termination or change (such consent not to be unreasonably withheld, delayed or conditioned) and (y) a signed and acknowledged Cash Management Control Agreement (or amendment thereto) with respect to any such new Intermediate Accounts (or any related lock-box or post office box) confirming that the requirements of Section 2.21 of the ABL Credit Agreement have been met.