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

Payments on Receivables, Collection Accounts. Each Originator will, on and after the Initial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or, solely with respect to Physical Check Obligors, to a Lock-Box or directly to the Servicer or the applicable Originator. Each Originator 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 such Originator. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by an Originator, the Company or the Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account. If at any time after the Closing Date funds other than Collections on Pool Receivables and Related Rights are deposited into any Collection Account, such Originator will, 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 the Servicer or any other Person to, commingle Collections or other funds to which the Company, the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds. The Originators shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed 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. An Originator 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. 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 Company.

Payments on Receivables, Collection Accounts. Each Such Originator will, on and after the Initial Funding Dateat all times, instruct all Obligors to deliver payments on the its Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or, solely with respect to Physical Check Obligors, to or a Lock-Box Box. Such Originator (or directly to the Servicer or the applicable Originator. Each Originator 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 other property of such Originatorthe Servicer and the other Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by an such Originator, the Company or the Servicer, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Group Agents, Agent and the Lenders and as the other Secured Parties Buyer’s assignees) and promptly (but in any event within two (2) Business Day Days after receipt) remit such funds into a Collection Account. If at any time after The Originators will cause each Collection Account Bank to comply with the Closing Date terms of each applicable Account Control Agreement. The Originators shall not permit funds other than Collections on Pool Receivables and Related Rights other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, such Originator willthe Originators will cause the Servicer to, within two (2) Business Days Days, identify and transfer such funds out of the Collection Account to (or pursuant to the appropriate instructions of) the Person entitled to such funds. The Originators Such Originator will not, and will not permit the Servicer or any other Person toPerson, to commingle Collections or other funds to which the Company, the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds. The Originators Such 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 on Schedule II to 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 reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. An Such Originator shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. 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 Company.

Payments on Receivables, Collection Accounts. Each Originator will, on and after the Initial Funding Dateat all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or, solely with respect to Physical Check Obligors, to or a Lock-Box or directly to the Servicer or the applicable OriginatorBox. Each Originator will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and to (ii) segregate such Collections from other property of such Originatorthe Originators and any other Person. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by an Originator, the Company such Originator in any manner other than directly in a Collection Account or the ServicerLock-Box, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Group Agents, the Lenders Purchasers and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Day Days after receipt) remit such funds into a Collection Account. If at any time after the Closing Date Such Originator shall not permit funds other than Collections on Pool Receivables and Related Rights other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, such Originator will, (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. The Originators Each Originator will not, and will not permit the Servicer Servicer, any other Originator or any other Person to, to commingle Collections or other funds to which the Company, the Administrative Agent, any Group Agent Purchaser or any other Secured Party is entitled, with any other funds. The Originators Each Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to in the Receivables Financing Purchase 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. An Each Originator shall only 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. 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 Company.

Payments on Receivables, Collection Accounts. Each Originator will, on and after the Initial Funding Dateat all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or, solely with respect to Physical Check Obligors, to or a Lock-Box or directly to Box, in each case, that is titled in the Servicer or name of the applicable OriginatorBuyer. Each Originator (or the Master Servicer on its behalf) will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of such Originatorthe Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by an Originator, the Company Buyer or the Master Servicer, it shall hold (or cause the Buyer or the Master Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Group Agents, the Lenders Purchasers and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Day Days after receipt) remit such funds into a Collection Account. If at The Originators shall not permit funds other than (i) Collections on Pool Receivables and the Related Rights and (ii) Affiliate Collections, to be deposited into any time after Collection Account. In the Closing Date event that any funds other than Collections on Pool Receivables and the Related Rights are deposited into any Collection Account, such Originator willthe Originators will cause the Master Servicer to, within two (2) Business Days identify and Days, transfer such funds to out of the appropriate Person entitled to such fundsCollection Accounts. The Originators will not, and will not permit shall provide such information with respect to Affiliate Collections deposited into any Collection Account as reasonably requested by the Servicer Buyer or any other Person to, commingle Collections or other funds to which the Company, the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other fundsfrom time to time. The Originators shall only add (or permit the Master Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to in the Receivables Financing Purchase Agreement, if the Administrative Agent has received notice of such addition 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. An Originator The Originators shall only terminate a Collection Account Bank (or permit the Master Servicer to terminate) or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Each Originator 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 CompanyBuyer.

Payments on Receivables, Collection Accounts. Each Such Originator will, on and after the Initial Funding Dateat all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) originated by it to a Collection Account or, solely with respect to Physical Check Obligors, to or a Lock-Box or directly to the Servicer or the applicable OriginatorBox. Each Such Originator will, 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 such Originator. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections are received by an such Originator, the Company or the Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents, the Lenders Buyer (and Regions Bank and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two one (21) Business Day after receipt) remit such funds into a Collection Account. If at any time after the Closing Date Such Originator shall not permit funds other than Collections on Pool Receivables and the Related Rights to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, such Originator will, will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Originators Such Originator will not, and will not permit the Servicer or any other Person to, commingle Collections or other funds to which the Company, the Administrative Agent, any Group Agent Regions Bank or any other Secured Party is entitled, with any other fundsfunds of such Originator. The Originators Such Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to in the Receivables Financing Purchase Agreement, if the Administrative Agent Regions Bank has received notice of such addition 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 Regions Bank from the applicable Collection Account Bank. An Such Originator 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 AgentRegions Bank. Each Such Originator shall ensure that no not make or authorize any disbursements are made from any Collection Account, other than such disbursements that are made or authorized at the direction and for the account of the CompanyBuyer (or Regions Bank as its assignee).