Common use of Deposits to Collection Accounts Clause in Contracts

Deposits to Collection Accounts. The Servicer, shall (on behalf of the Seller): (i) instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box or Payment Processor, (ii) instruct each Payment Processor to remit all payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (ii) deposit, or cause to be deposited, any Collections received by it into a Collection Account subject to a Lock-Box Agreement not later than two Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement if the Administrator has received prior written notice of such addition.

Deposits to Collection Accounts. The ServicerIf the Originators have not previously done so, shall (on behalf of the Seller): (i) Borrowers hereby direct the Servicer to instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts Accounts, to a Concentration Account or to Lock-Boxes Boxes. If the Servicer fails to so instruct an Obligor, or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account, a Concentration Account or Lock-Box or Payment ProcessorBox, the Servicer Borrowers will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account, a Concentration Account or a Lock-Box or Payment Processor, (ii) instruct each Payment Processor to remit all payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, Box. The Borrowers further direct the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (ii) deposit, or cause to be deposited, any Collections received by it it, into a Concentration Account or a Collection Account subject to a Lock-Box an Account Control Agreement not later than two (2) Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer Borrowers shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and (or convert an executed and acknowledged copy of existing Collection Account - Class B to a new Collection Account - Class A) or add a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement Agreement, if the Administrator Administrative Agent has received prior written notice of such additionaddition or conversion and, if applicable, has received an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto), in each case in form and substance acceptable to the Administrative Agent from the applicable Account Bank.The Borrowers shall only remove a Collection Account from Schedule II to this Agreement or remove a Lock-Box from Schedule III to this Agreement, if the Administrative Agent has received advance notice of such proposed removal, has received evidence satisfactory to the Administrative Agent that Obligors have been instructed to no longer pay Collections to such Collection Account or Lock-Box and that Collections are no longer received in such Collection Account or Lock-Box, and has consented in writing to such removal and the replacement Schedule II or Schedule III, as applicable.

Deposits to Collection Accounts. The ServicerIf it has not previously done so, the Servicer shall (on behalf of the Seller): (iBorrowers) instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts Accounts, to a Concentration Account or to Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account, a Concentration Account or a Lock-Box or Payment ProcessorBox, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account, a Concentration Account or a Lock-Box or Payment Processor, Box. The Servicer shall further (ii) instruct each Payment Processor to remit all payments on behalf of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (iiBorrowers) deposit, or cause to be deposited, any Collections received by it into a Concentration Account or a Collection Account subject to a Lock-Box an Account Control Agreement not later than two (2) Business Days after receipt thereof. The Servicer, Servicer will not permit funds other than Collections and other Pool Assets Collateral to be deposited into any Collection Account or Lock-Boxa Concentration Account. If such funds are nevertheless deposited into any Collection Account or Lock-Boxa Concentration Account, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.42.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and (or convert an executed and acknowledged copy of existing Collection Account - Class B to a new Collection Account - Class A) or add a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement Agreement, if the Administrator Administrative Agent has received prior written notice of such additionaddition or conversion and, if applicable, has received an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto), in each case in form and substance acceptable to the Administrative Agent from the applicable Account Bank. The Servicer shall only remove a Collection Account from Schedule II to this Agreement or remove a Lock-Box from Schedule III to this Agreement, if the Administrative Agent has received advance notice of such proposed removal, has received evidence satisfactory to the Administrative Agent that Obligors have been instructed to no longer pay Collections to such Collection Account or Lock-Box and that Collections are no longer received in such Collection Account or Lock-Box, and has consented in writing to such removal and the replacement Schedule II or Schedule III, as applicable.

Deposits to Collection Accounts. The Servicer, shall (on behalf of the Seller): (i) instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box or Payment Processor, (ii) instruct each Payment Processor to remit all Table of Contents payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (ii) deposit, or cause to be deposited, any Collections received by it into a Collection Account subject to a Lock-Box Agreement not later than two Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement if the Administrator has received prior written notice of such addition. Notwithstanding the foregoing requirements of this Section 2(g), until the Collection Account Grace Period End Date, Collections on Receivables originated by Dynegy Energy Services, LLC may be received into the Dynegy Account but only so long as all available Collections in such accounts are swept on a daily basis to the Concentration Account.

Deposits to Collection Accounts. The ServicerIf it has not previously done so, the Servicer shall (on behalf of the Seller): (iBorrowers) instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts Accounts, to a Concentration Account or to Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account, a Concentration Account or a Lock-Box or Payment ProcessorBox, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account, a Concentration Account or a Lock-Box or Payment Processor, Box. The Servicer shall further (ii) instruct each Payment Processor to remit all payments on behalf of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (iiBorrowers) deposit, or cause to be deposited, any Collections received by it into a Concentration Account or a Collection Account subject to a Lock-Box an Account Control Agreement not later than two (2) Business Days after receipt thereof. The Servicer, Servicer will not permit funds other than Collections and other Pool Assets Collateral to be deposited into any Collection Account or Lock-Boxa Concentration Account. If such funds are nevertheless deposited into any Collection Account or Lock-Boxa Concentration Account, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.42.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and (or convert an executed and acknowledged copy of existing Collection Account - Class B to a new Collection Account - Class A) or add a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement Agreement, if 162989721 the Administrator Administrative Agent has received prior written notice of such additionaddition or conversion and, if applicable, has received an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto), in each case in form and substance acceptable to the Administrative Agent from the applicable Account Bank. The Servicer shall only remove a Collection Account from Schedule II to this Agreement or remove a Lock-Box from Schedule III to this Agreement, if the Administrative Agent has received advance notice of such proposed removal, has received evidence satisfactory to the Administrative Agent that Obligors have been instructed to no longer pay Collections to such Collection Account or Lock-Box and that Collections are no longer received in such Collection Account or Lock-Box, and has consented in writing to such removal and the replacement Schedule II or Schedule III, as applicable.

Deposits to Collection Accounts. The ServicerIf the Originators have not previously done so, shall (on behalf of the Seller): (i) Borrowers hereby direct the Servicer to instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts Accounts, to a Concentration Account or to Lock-Boxes Boxes. If the Servicer fails to so instruct an Obligor, or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account, a Concentration Account or Lock-Box or Payment ProcessorBox, the Servicer Borrowers will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account, a Concentration Account or a Lock-Box or Payment Processor, (ii) instruct each Payment Processor to remit all payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, Box. The Borrowers further direct the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (ii) deposit, or cause to be deposited, any Collections received by it it, into a Concentration Account or a Collection Account subject to a Lock-Box an Account Control Agreement not later than two (2) Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer Borrowers shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and (or convert an executed and acknowledged copy of existing Collection Account - Class B to a new Collection Account - Class A) or add a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement Agreement, if the Administrator Administrative Agent has received prior written notice of such additionaddition or conversion and, if applicable, has received an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto), in each case in form and substance acceptable to the Administrative Agent from the applicable Account Bank. The Borrowers shall only remove a Collection Account from Schedule ll to this Agreement or remove a Lock-Box from Schedule III to this Agreement, if the Administrative Agent has received advance notice of such proposed removal, has received evidence satisfactory to the Administrative Agent that Obligors have been instructed to no longer pay Collections to such Collection Account or Lock-Box and that Collections are no longer received in such Collection Account or Lock-Box, and has consented in writing to such removal and the replacement Schedule II or Schedule III, as applicable.

Deposits to Collection Accounts. The Servicer, shall (on behalf of the Seller): (i) instruct all Obligors to make payments of all Pool Receivables to (A) one or more Collection Accounts or Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box or Payment ProcessorProcessor or (B) so long as each of the Exception Account Conditions are then satisfied, an Exception Account, and, the Servicer shall, and shall cause each Originator to remit all Collection received in any Exception Account directly to a Lock-Box Account not later than two (2) Business Days following receipt thereof, (ii) instruct each Payment Processor to remit all payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (iiiii) deposit, or cause to be deposited, any Collections received by it into a Collection Account subject to a Lock-Box Agreement not later than two Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement if the Administrator has received prior written notice of such addition.

Deposits to Collection Accounts. The Servicer, Borrower shall (on behalf of the Seller): (i) instruct or cause the Originator and the Servicer to instruct all Obligors to make payments of all Pool Receivables directly to one or more Collection Accounts or Lockto post office boxes or lock-Boxes boxes to which only the related Collection Account Banks have access (and shall instruct the Collection Account Banks to cause all items and amounts relating to such Pool Receivables received in such post office boxes or Payment Processors, and, if an Obligor fails lock-boxes to so deliver payments to be removed and deposited into a Collection Account on a daily basis), (ii) hold (or Lock-Box or Payment Processor, cause the Servicer will use all reasonable efforts and the Originator to cause such Obligor to deliver subsequent hold) any payments on Pool Receivables to a Collection Account or Lock-Box other Collections on Receivables received by the Borrower or Payment Processor, (ii) instruct each Payment Processor to remit all payments such other Person in trust for the benefit of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box Administrative Agent and (ii) the other Lender Parties and deposit, or cause to be deposited, any Collections on Pool Receivables received by it into a Blocked Account or, at any time after the Account Trigger Date on which no Termination Event has occurred and is continuing, an Originator Collection Account subject to a Lock-Box Agreement Account, in each case, not later than two (2) Business Days after receipt thereof. The Servicer, will (iii) cause the Originator or the Servicer to remit any Collections that are deposited into an Originator Collection Account to a Blocked Account within two (2) Business Days of receipt unless the Account Trigger Date has occurred and such Collections are permitted to be released to the Originator in accordance with this Agreement, (iv) not permit funds other than Collections and other of Pool Assets Receivables to be deposited into any Blocked Account and shall remove or cause to be removed any funds other than Collections of Pool Receivables deposited in any Blocked Account no later than two (2) Business Days after deposit therein, (v) not permit, on any date after the earlier of the Account Trigger Date and December 1, 2023, funds other than Collections of Pool Receivables to be deposited into any Originator Collection Account and, at all times following the Closing Date, shall remove or Lock-Box. If such cause to be removed any funds other than Collections of Pool Receivables deposited in any Originator Collection Account no later than two (2) Business Days after deposit therein, (vi) except as permitted under clause (v) above, not, and will not permit the Servicer or the Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Lender Party is entitled, with any other funds, and (vii) to the extent Collections are nevertheless deposited into an account of the Borrower, the Originator or the Servicer other than a Collection Account, the Borrower shall, or shall cause the Servicer or the Originator to, remit such Collections into a Blocked Account or, at any time after the Account Trigger Date so long as no Termination Event has occurred and is continuing, an Originator Collection Account, in each case, within two (2) Business Days of receipt in such other account. Each Blocked Account shall at all times be subject to a Blocked Account Agreement and each Originator Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this shall at all times be subject to an Originator Account Control Agreement, including, without limitation, as permitted by Section 1.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement if the Administrator has received prior written notice of such addition.

Deposits to Collection Accounts. The Servicer, Servicer shall (on behalf of the Seller): (i) instruct or cause the Borrower and the Originator to instruct all Obligors to make payments of all Pool Receivables directly to one or more Collection Accounts or Lockto post office boxes or lock-Boxes boxes to which only the related Collection Account Banks have access (and shall instruct the Collection Account Banks to cause all items and amounts relating to such Pool Receivables received in such post office boxes or Payment Processors, and, if an Obligor fails lock-boxes to so deliver payments to be removed and deposited into a Collection Account on a daily basis), (ii) hold (or Lock-Box or Payment Processor, cause the Servicer will use all reasonable efforts Borrower and the Originator to cause such Obligor to deliver subsequent hold) any payments on Pool Receivables to a Collection Account or Lock-Box or Payment Processor, (ii) instruct each Payment Processor to remit all payments of all Pool other Collections on Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, received by the Servicer will use all reasonable efforts to cause or such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box other Person in trust for the benefit of the Administrative Agent and (ii) the other Lender Parties and deposit, or cause to be deposited, any Collections on Pool Receivables received by it into a Blocked Account or at any time after the Account Trigger Date on which no Termination Event has occurred and is continuing, an Originator Collection Account subject to a Lock-Box Agreement Account, in each case, not later than two (2) Business Days after receipt thereof. The Servicer, will (iii) remit any Collections that are deposited into an Originator Collection Account to a Blocked Account within two (2) Business Days of receipt unless the Account Trigger Date has occurred and such Collections are permitted to be subject to be released to the Originator in accordance with this Agreement, (iv) not permit funds other than Collections and other of Pool Assets Receivables to be deposited into any Blocked Account and shall remove or cause to be removed any funds other than Collections of Pool Receivables deposited in any Blocked Account no later than two (2) Business Days after deposit therein, (v) not permit, on any date after the earlier of the Account Trigger Date and December 1, 2023, funds other than Collections of Pool Receivables to be deposited into any Originator Collection Account and, at all times following the Closing Date, shall remove or Lock-Box. If such cause to be removed any funds other than Collections of Pool Receivables deposited in any Originator Collection Account no later than two (2) Business Days after deposit therein, (vi) except as permitted under clause (v) above, not, and will not permit the Borrower or the Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Lender Party is entitled, with any other funds, and (vii) to the extent Collections are nevertheless deposited into an account of the Borrower, the Originator or the Servicer other than a Collection Account, the Servicer shall, or shall cause the Borrower or the Originator to, remit such Collections into a Blocked Account or, at any time after the Account Trigger Date on which no Termination Event has occurred and is continuing, an Originator Collection Account, in each case, within two (2) Business Days of receipt in such other account. Each Blocked Account shall at all times be subject to a Blocked Account Agreement and each Originator Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this shall at all times be subject to an Originator Account Control Agreement, including, without limitation, as permitted by Section 1.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement if the Administrator has received prior written notice of such addition.

Deposits to Collection Accounts. The ServicerIf it has not previously done so, the Servicer shall (on behalf of the Seller): (iBorrowers) instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts Accounts, to a Concentration Account or to Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account, a Concentration Account or a Lock-Box or Payment ProcessorBox, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account, a Concentration Account or a Lock-Box or Payment Processor, Box. The Servicer shall further (ii) instruct each Payment Processor to remit all payments on behalf of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (iiBorrowers) deposit, or cause to be deposited, any Collections received by it into a Concentration Account or a Collection Account subject to a Lock-Box an Account Control Agreement not later than two (2) Business Days after receipt thereof. The Servicer, Servicer will not permit funds other than Collections and other Pool Assets Collateral to be deposited into any Collection Account or Lock-Boxa Concentration Account. If such funds are nevertheless deposited into any Collection Account or Lock-Boxa Concentration Account, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The 2.4.The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and (or convert an executed and acknowledged copy of existing Collection Account - Class B to a new Collection Account - Class A) or add a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement Agreement, if the Administrator Administrative Agent has received prior written notice of such additionaddition or conversion and, if applicable, has received an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto), in each case in form and substance acceptable to the Administrative Agent from the applicable Account Bank. The Servicer shall only remove a Collection Account from Schedule II to this Agreement or remove a Lock-Box from Schedule III to this Agreement, if the Administrative Agent has received advance notice of such proposed removal, has received evidence satisfactory to the Administrative Agent that Obligors have been instructed to no longer pay Collections to such Collection Account or Lock-Box and that Collections are no longer received in such Collection Account or Lock-Box, and has consented in writing to such removal and the replacement Schedule II or Schedule III, as applicable.

Deposits to Collection Accounts. The ServicerIf the Originators have not previously done so, shall (on behalf of the Seller): (i) Borrowers hereby direct the Servicer to instruct all Obligors to make payments of all Pool Receivables to one or more Collection Accounts Accounts, to a Concentration Account or to Lock-Boxes Boxes. If the Servicer fails to so instruct an Obligor, or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account, a Concentration Account or Lock-Box or Payment ProcessorBox, the Servicer Borrowers will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account, a Concentration Account or a Lock-Box or Payment Processor, (ii) instruct each Payment Processor to remit all payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, Box. The Borrowers further direct the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (ii) deposit, or cause to be deposited, any Collections received by it it, into a Concentration Account or a Collection Account subject to a Lock-Box an Account Control Agreement not later than two (2) Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer Borrowers shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and (or convert an executed and acknowledged copy of existing Collection Account - Class B to a new Collection Account - Class A) or add a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement Agreement, if the Administrator Administrative Agent has received prior written notice of such additionaddition or conversion and, if applicable, has received an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto), in each case in form and substance acceptable to the Administrative Agent from the applicable Account Bank. The Borrowers shall only remove a Collection Account from Schedule II to this Agreement or remove a Lock-Box from Schedule III to this Agreement, if the Administrative Agent has received advance notice of such proposed removal, has received evidence satisfactory to the Administrative Agent that Obligors have been instructed to no longer pay Collections to such Collection Account or Lock-Box and that Collections are no longer received in such Collection Account or Lock-Box, and has consented in writing to such removal and the replacement Schedule II or Schedule III, as applicable.

Deposits to Collection Accounts. The Servicer, shall (on behalf of the Seller): (i) instruct all Obligors to make payments of all Pool Receivables to (A) one or more Collection Accounts or Lock-Boxes or Payment Processors, and, if an Obligor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box or Payment ProcessorProcessor or (B) so long as each of the Exception Account Conditions are then satisfied, an Exception Account, and, the Servicer shall, and shall cause each Originator to remit all Collection received in any Exception Account directly to a Lock-Box Account not later than two (2) Business Days following receipt thereof, (ii) instruct each Payment Processor to remit all payments of all Pool Receivables to one or more Collection Accounts or Lock-Boxes, and, if an Obligor or Payment Processor fails to so deliver payments to a Collection Account or Lock-Box or Payment Processor, the Servicer will use all reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Pool Receivables to a Collection Account or Lock-Box and (iiiiiii) deposit, or cause to be deposited, any Collections received by it into a Collection Account subject to a Lock-Box Agreement not later than two Business Days after receipt thereof. The Servicer, will not permit funds other than Collections and other Pool Assets to be deposited into any Collection Account or Lock-Box. If such funds are nevertheless deposited into any Collection Account or Lock-Box, the Servicer, will promptly identify such funds for segregation. The Servicer will not commingle Collections with any other funds except as permitted by this Agreement, including, without limitation, as permitted by Section 1.4. The Servicer shall only add a Collection Account or a Lock-Box Bank to those listed on Schedule II to this Agreement if the Administrator has received prior written notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrator from the applicable Lock-Box Bank. The Servicer shall only add a Payment Processor to those listed on Schedule III to this Agreement if the Administrator has received prior written notice of such addition.