Common use of Collection Accounts; Lockbox; Originator Specified Accounts Clause in Contracts

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller Collection Account any amounts other than Collections or proceeds thereof. The Seller shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) remove any Collections or proceeds of any Repo Assets that are deposited in a Collection Account or an Originator Specified Account within two (2) days following receipt thereof, and (vii) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller Collection Account any amounts other than Collections or proceeds thereof; provided, that, so long as the Repo Account Acknowledgment Agreement is in place, proceeds of Repo Assets may be deposited or credited to a Lockbox, a Collection Account or an Originator Specified Account. The Seller shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof; provided that the Servicer may permit collections and proceeds of accounts receivable described in clauses (a) - (d) of the definition of Receivable that arise under the Originators’ energy and crop nutrient business and do not constitute Collections to be deposited into an Originator Collection Account or an Originator Specified Account so long as such amounts are (x) not subject to any Adverse Claim and (y) such amounts are removed from such Originator Collection Account or Originator Specified Account within two (2) Business Days of receipt; provided, further, that, at any time an Event of Termination exists, the Servicer shall, upon its receipt of a written instruction from the Administrative Agent, direct each obligor of an accounts receivable described in the immediately preceding proviso to make all payments related to such accounts receivables to an account other than an Originator Collection Account or an Originator Specified Account. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.”. (e) Effective as of the date hereof, the following definitions in Appendix A to the RPA are hereby amended and restated in their entirety as follows:

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and thereof, (vi) cause the Servicer to remove any Collections or proceeds of any Repo Assets that are deposited in a Collection Account or an Originator Specified Account within two (2) days following receipt thereof, and (vii) endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof; provided, that, so long as the Repo Account Acknowledgment Agreement is in place, proceeds of Repo Assets may be deposited or credited to a Lockbox, a Collection Account or an Originator Specified Account; provided, further, that the Servicer may permit collections and proceeds of accounts receivable described in clauses (a) – (d) of the definition of Receivable that arise under the Originators’ energy and crop nutrient business and do not constitute Collections to be deposited into an Originator Collection Account or an Originator Specified Account so long as such amounts are (x) not subject to any Adverse Claim and (y) such amounts are removed from such Originator Collection Account or Originator Specified Account within two (2) Business Days of receipt; provided, further, that, at any time an Event of Default exists, the Servicer shall, upon its receipt of a written instruction from the Administrative Agent, direct each obligor of an accounts receivable described in the immediately preceding proviso to make all payments related to such accounts receivables to an account other than an Originator Collection Account or an Originator Specified Account. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller Collection Account any amounts other than Collections Collection or proceeds thereof. The Seller shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof; provided that the Servicer may permit collections and proceeds of accounts receivable described in clauses (a) – (d) of the definition of Receivable that arise under the Originators’ energy and crop nutrient business and do not constitute Collections to be deposited into an Originator Collection Account or an Originator Specified Account so long as such amounts are (x) not subject to any Adverse Claim and (y) such amounts are removed from such Originator Collection Account or Originator Specified Account within two (2) Business Days of receipt; provided, further, that, at any time an Event of Termination exists, the Servicer shall, 749037980 upon its receipt of a written instruction from the Administrative Agent, direct each obligor of an accounts receivable described in the immediately preceding proviso to make all payments related to such accounts receivables to an account other than an Originator Collection Account or an Originator Specified Account. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof; provided that the Servicer may permit collections and proceeds of accounts receivable described in clauses (a) – (d) of the definition of Receivable that arise under the Originators’ energy and crop nutrient business and do not constitute Collections to be deposited into an Originator Collection Account or an Originator Specified Account so long as such amounts are (x) not subject to any Adverse Claim and (y) such amounts are removed from such Originator Collection Account or Originator Specified Account within two (2) Business Days of receipt; provided, further, that, at any time an Event of Termination exists, the Servicer shall, upon its receipt of a written instruction from the Administrative Agent, direct each obligor of an accounts receivable described in the immediately preceding proviso to make all payments related to such accounts receivables to an account other than an Originator Collection Account or an Originator Specified Account. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the 749037980 Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller Collection Account any amounts other than Collections or proceeds thereof. The Seller shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections Collection or proceeds thereof. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.

Collection Accounts; Lockbox; Originator Specified Accounts. The Seller Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii) take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the Servicer to deposit in a Collection Account all Collections remitted 753697831 to an Originator Specified Account within two (2) days following receipt thereof and thereof, (vi) cause the Servicer to remove any Collections or proceeds of any Repo Assets that are deposited in a Collection Account or an Originator Specified Account within two (2) days following receipt thereof, and (vii) endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof; provided, that, so long as the Repo Account Acknowledgment Agreement is in place, proceeds of Repo Assets may be deposited or credited to a Lockbox, a Collection Account or an Originator Specified Account; provided, further, that the Servicer may permit collections and proceeds of accounts receivable described in clauses (a) – (d) of the definition of Receivable that arise under the Originators’ energy and crop nutrient business and do not constitute Collections to be deposited into an Originator Collection Account or an Originator Specified Account so long as such amounts are (x) not subject to any Adverse Claim and (y) such amounts are removed from such Originator Collection Account or Originator Specified Account within two (2) Business Days of receipt; provided, further, that, at any time an Event of Default exists, the Servicer shall, upon its receipt of a written instruction from the Administrative Agent, direct each obligor of an accounts receivable described in the immediately preceding proviso to make all payments related to such accounts receivables to an account other than an Originator Collection Account or an Originator Specified Account. The Seller Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.