Common use of Collection System Clause in Contracts

Collection System. (i) All Collections shall be received into and deposited to a Collection Account that is subject to an Account Control Agreement (with trigger). (ii) No Credit Party shall establish any new lockbox or collection arrangement without consent of the Administrative Agent and prior to establishing any such new lockbox or collection arrangement, the Borrower shall cause each bank or financial institution with which it seeks to establish such a lockbox or collection arrangement to enter into an Account Control Agreement (with trigger), as determined by the Administrative Agent with respect thereto. (iii) Without the prior written consent of the Administrative Agent, no Credit Party shall (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Collection System or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Collection System. (iv) The Credit Parties acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable are the sole property of the Borrower and that the Originating Subsidiaries have no right, title or interest to such Collections, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. For greater certainty, all Collections paid or deposited to a Collection Account in the name of an Originating Subsidiary shall be held in trust for the Borrower, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. The Credit Parties further acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable (A) shall constitute a repayment by the Originating Subsidiary to which such Receivable was owed on account of Originating Subsidiary Loans owed by such Originating Subsidiary to the Borrower, (B) the funds on deposit in the Collection Accounts and the Interest Account shall continue to be collateral security for the Obligations secured thereby, and (C) upon the occurrence and during the continuance of an Event of Default, the funds on deposit in the Collection System shall be applied as provided in Section 2.12. (v) Each Credit Party shall ensure that the Administrative Agent shall at all times have online monitoring access to the Interest Account and each Collection Account.

Collection System. (i) All Collections shall be received into and deposited to a Collection Account that is subject to an Account Control Agreement (without trigger) unless the Administrative Agent approves any Collections to be received into and deposited to a Collection Account that is subject to an Account Control Agreement (with trigger). All amounts on deposit in each Collection Account that is subject to an Account Control Agreement (without trigger) shall be swept daily at the close of business to the Loan Account by the Collection Account Bank. Each Credit Party shall transfer all amounts on deposit in each Collection Account that is subject to an Account Control Agreement (with trigger) to the Loan Account at the close of business on each day. (ii) No Credit Party shall establish any new lockbox or collection arrangement without consent of the Administrative Agent and prior to establishing any such new lockbox or collection arrangement, the Borrower shall cause each bank or financial institution with which it seeks to establish such a lockbox or collection arrangement to enter into an Account Control Agreement (without trigger) or an Account Control Agreement (with trigger), as determined by the Administrative Agent with respect thereto. (iii) Without the prior written consent of the Administrative Agent, no Credit Party shall (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Collection System or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Collection System. (iv) The Credit Parties acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable are the sole property of the Borrower and that the Originating Subsidiaries have no right, title or interest to such Collections, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. For greater certainty, all Collections paid or deposited to a Collection Account in the name of an Originating Subsidiary shall be held in trust for the Borrower, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. The Credit Parties further acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable (A) shall constitute a repayment by the Originating Subsidiary to which such Receivable was owed on account of Originating Subsidiary Loans owed by such Originating Subsidiary to the Borrower, (B) the funds on deposit in the Collection Accounts and the Interest Loan Account shall continue to be collateral security for the Obligations secured thereby, and (C) upon the occurrence and during the continuance of an Event of Default, the funds on deposit in the Collection System shall be applied as provided in Section 2.12. (v) Each Credit Party shall ensure that the Administrative Agent shall at all times have online monitoring access to the Interest Loan Account and each Collection Account.

Collection System. #194770820_v13 (i) All (A) The Credit Parties shall maintain the Borrower Lockbox Account in accordance with the terms hereof and the other Credit Documents, into which all Collections shall be received deposited, and (B) the Credit Parties shall have established, for the benefit of the New Money Agent, if applicable, one or more Additional Controlled Accounts pursuant to one or more Additional Control Agreements, as described in Section 2.9(c), providing for all amounts deposited in such Additional Controlled Account to be transferred daily into and deposited to a the Borrower Lockbox Account (collectively, the “Collection Account that is subject to an Account Control Agreement (with triggerSystem”). (ii) No Credit Party shall modify the Collection System or establish any new lockbox or collection arrangement Collection System without the prior written consent of the Administrative New Money Agent in its sole and absolute discretion, and prior to establishing any such new lockbox or collection arrangementCollection System, the Borrower shall cause each bank or financial institution (as may be consented to by the Administrative Agent in its sole and absolute discretion) with which it seeks to establish such a lockbox or collection arrangement Collection System to enter into an Account Control Agreement (with trigger), as determined by a control agreement in form and substance satisfactory to the Administrative Agent with in its sole and absolute discretion in respect theretoof each account receiving any Collections, and the parties to the Account Administration Agreement, if any, shall have amended or supplemented the terms thereof to apply to each account receiving any Collections. (iii) Without the prior written consent of the Administrative New Money Agent, no Credit Party shall (A) change the general instructions given shall, in a manner adverse to the Servicer in respect of payments on account of Receivables to be deposited in the Collection System or (B) New Money Agent, change any instructions given to any bank or financial institution Payor which in any manner redirects Collections to any account which is not the proceeds of any collections in the Collection SystemBorrower Lockbox Account or a Controlled Account. (iv) The Credit Parties acknowledge Borrower acknowledges and agree agrees that all Collections paid or deposited to the Collection System in respect of any Receivable are the sole property of the Borrower and that the Originating Subsidiaries have no right, title or interest to such Collections, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. For greater certainty, all Collections paid or deposited to a Collection Account in the name of an Originating Subsidiary shall be held in trust for the Borrower, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. The Credit Parties further acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable (A) shall constitute a repayment by the Originating Subsidiary to which such Receivable was owed on account of Originating Subsidiary Loans owed by such Originating Subsidiary to the Borrower, (B) the funds on deposit in the Collection Accounts and the Interest Account System shall continue to be collateral security for the Obligations secured thereby, and (C) upon the occurrence and during the continuance of an Event of Default, the funds on deposit in the Collection System shall be applied as provided in Section 2.12. (v) Each Credit Party The Borrower shall ensure that timely pay in full all Account Bank Fees and all Account Administrator Fees. (vi) If the Administrative Agent shall at all times have online monitoring Servicer’s on-line daily access to the Interest Accounts is terminated or interrupted or the Servicer otherwise requests, no later than five (5) Business Days after receipt by or on behalf of the Borrower of each bank statement in respect of the Controlled Accounts, the Borrower shall deliver to the New Money Agent, the Servicer and the Account Administrator, if any, true, correct and each Collection Accountcomplete copies of the same.

Collection System. (i) All Collections shall be received into and deposited to a Collection Account that is subject to an Account Control Agreement (without trigger) unless the Administrative Agent approves any Collections to be received into and deposited to a Collection Account that is subject to an Account Control Agreement (with trigger). All amounts on deposit in each Collection Account that is subject to an Account Control Agreement (without trigger) shall be swept daily at the close of business to the Loan Account by the Collection Account Banks. Each Credit Party shall transfer all amounts on deposit in each Collection Account that is subject to an Account Control Agreement (with trigger) to the Loan Account at the close of business on each day. (ii) No Credit Party shall establish any new lockbox or collection arrangement without consent of the Administrative Agent and prior to establishing any such new lockbox or collection arrangement, the Borrower shall cause each bank or financial institution with which it seeks to establish such a lockbox or collection arrangement to enter into an Account Control Agreement (without trigger) or an Account Control Agreement (with trigger), as determined by the Administrative Agent with respect thereto. (iii) Without the prior written consent of the Administrative Agent, no Credit Party shall (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Collection System or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Collection System. (iv) The Credit Parties acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable are the sole property of the Borrower and that the Originating Subsidiaries have no right, title or interest to such Collections, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. For greater certainty, all Collections paid or deposited to a Collection Account in the name of an Originating Subsidiary shall be held in trust for the Borrower, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. The Credit Parties further acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable (A) shall constitute a repayment by the Originating Subsidiary to which such Receivable was owed on account of Originating Subsidiary Loans owed by such Originating Subsidiary to the Borrower, (B) the funds on deposit in the Collection Accounts and the Interest Loan Account shall continue to be collateral security for the Obligations secured thereby, and (C) upon the occurrence and during the continuance of an Event of Default, the funds on deposit in the Collection System shall be applied as provided in Section 2.12. (v) Each Credit Party shall ensure that the Administrative Agent shall at all times have online monitoring access to the Interest Loan Account and each Collection Account.

Collection System. (iA) All The Credit Parties shall maintain the Borrower Lockbox Account in accordance with the terms hereof and the other Credit Documents, into which all Collections shall be received deposited, and (B) the Credit Parties shall have established, for the benefit of the Lender, if applicable, one or more Additional Controlled Accounts pursuant to one or more Additional Control Agreements, as described in Section 2.9(c), providing for all amounts deposited in such Additional Controlled Account to be transferred daily into and deposited to a the Borrower Lockbox Account (collectively, the “Collection Account that is subject to an Account Control Agreement (with triggerSystem”). (ii) No Credit Party shall modify the Collection System or establish any new lockbox or collection arrangement Collection System without the prior written consent of the Administrative Agent in its sole and absolute discretion, and prior to establishing any such new lockbox or collection arrangementCollection System, the Borrower shall cause each bank or financial institution (as may be consented to by the Administrative Agent in its sole and absolute discretion) with which it seeks to establish such a lockbox or collection arrangement Collection System to enter into an Account Control Agreement (with trigger), as determined by a control agreement in form and substance satisfactory to the Administrative Agent with in its sole and absolute discretion in respect theretoof each account receiving any Collections, and the parties to the Account Administration Agreement, if any, shall have amended or supplemented the terms thereof to apply to each account receiving any Collections. (iii) Without the prior written consent of the Administrative Agent, no Credit Party shall (A) change the general instructions given shall, in a manner adverse to the Servicer in respect of payments on account of Receivables to be deposited in the Collection System or (B) Administrative Agent, change any instructions given to any bank or financial institution Payor which in any manner redirects Collections to any account which is not the proceeds of any collections in the Collection SystemBorrower Lockbox Account or a Controlled Account. (iv) The Credit Parties acknowledge Borrower acknowledges and agree agrees that all Collections paid or deposited to the Collection System in respect of any Receivable are the sole property of the Borrower and that the Originating Subsidiaries have no right, title or interest to such Collections, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. For greater certainty, all Collections paid or deposited to a Collection Account in the name of an Originating Subsidiary shall be held in trust for the Borrower, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. The Credit Parties further acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable (A) shall constitute a repayment by the Originating Subsidiary to which such Receivable was owed on account of Originating Subsidiary Loans owed by such Originating Subsidiary to the Borrower, (B) the funds on deposit in the Collection Accounts and the Interest Account System shall continue to be collateral security for the Obligations secured thereby, and (C) upon the occurrence and during the continuance of an Event of Default, the funds on deposit in the Collection System shall be applied as provided in Section 2.12. (v) Each Credit Party The Borrower shall ensure that timely pay in full all Account Bank Fees and all Account Administrator Fees. #200345476_v12 (vi) If the Administrative Agent shall at all times have online monitoring Servicer’s on-line daily access to the Interest Accounts is terminated or interrupted or the Servicer otherwise requests, no later than five (5) Business Days after receipt by or on behalf of the Borrower of each bank statement in respect of the Controlled Accounts, the Borrower shall deliver to the Administrative Agent, the Servicer and the Account Administrator, if any, true, correct and each Collection Accountcomplete copies of the same.

Collection System. (i) All Collections shall be received into and deposited to a Collection Account that is subject to an Account Control Agreement (without trigger) unless the Administrative Agent approves any Collections to be received into and deposited to a Collection Account that is subject to an Account Control Agreement (with trigger). All amounts on deposit in each Collection Account that is subject to an Account Control Agreement (without trigger) shall be swept daily at the close of business to the Loan Account by the Collection Account Bank. Each Credit Party shall transfer all amounts on deposit in each Collection Account that is subject to an Account Control Agreement (with trigger) to the Loan Account at the close of business on each day. (ii) No Credit Party shall establish any new lockbox or collection arrangement without consent of the Administrative Agent and prior to establishing any such new lockbox or collection arrangement, the Borrower shall cause each bank or financial institution with which it seeks to establish such a lockbox or collection arrangement to enter into an Account Control Agreement (without trigger) or an Account Control Agreement (with trigger), as determined by the Administrative Agent with respect thereto. (iii) Without the prior written consent of the Administrative Agent, no Credit Party shall (A) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Collection System or (B) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Collection System. (iv) The Credit Parties acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable are the sole property of the Borrower and that the Originating Subsidiaries have no right, title or interest to such Collections, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. For greater certainty, all Collections paid or deposited to a Collection Account in the name of an Originating Subsidiary shall be held in trust for the Borrower, subject to the Lien in favour of the Collateral Agent for the benefit of the Secured Parties. The Credit Parties further acknowledge and agree that all Collections paid or deposited to the Collection System in respect of any Receivable (A) shall constitute a repayment by the Originating Subsidiary to which such Receivable was owed on account of Originating Subsidiary Loans owed by such Originating Subsidiary to the Borrower, (B) the funds on deposit in the Collection Accounts and the Interest Loan Account shall continue to be collateral security for the Obligations secured thereby, and (C) upon the occurrence and during the continuance of an Event of Default, the funds on deposit in the Collection System shall be applied as provided in Section 2.122.12 . (v) Each Credit Party shall ensure that the Administrative Agent shall at all times have online monitoring access to the Interest Loan Account and each Collection Account.