Common use of Establishment and Use of Certain Accounts Clause in Contracts

Establishment and Use of Certain Accounts. (a) On or prior to the Closing Date, the Seller shall execute and deliver to the relevant Lock- Box Banks and the Funding Agents the Lock-Box Letters with respect to the Lock- Box Accounts listed on Schedule II. The Lock-Box Accounts shall be the only accounts used to receive Collections with respect to the Pool Receivables from the related Obligors. The Servicer shall on each day on which Collections of Pool Receivables are received in the Lock-Box Accounts cause such Collections to be transferred from the Lock-Box Accounts into the Concentration Account. (b) On or prior to the Closing Date, the Seller shall have entered into a Concentration Account Agreement with the Concentration Account Bank and deliver an original counterpart thereof to the Funding Agents. Any amount in the Concentration Account may be invested by the Seller (or Servicer on the Seller's behalf) in Permitted Investments; provided, however, that such investments shall mature not later than the Settlement Date immediately succeeding such Permitted Investments and any such Permitted Investments shall be credited to a securities account (as defined in the applicable UCC) over which the Collateral Agent for the benefit of the Purchasers shall have a first priority perfected Security interest. All income or other gain from investment of monies deposited in the Concentration Account shall be deposited in the Concentration Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Concentration Account. (c) The Collateral Agent has established the Collection Account which shall be used to accept the transfer of Collections of Pool Receivables from the Concentration Account pursuant to Article I and for such other purposes described in the Transaction Documents and the Collateral Agent with the consent or at the direction of the Funding Agents shall have the exclusive right to withdraw funds therefrom. On the Closing Date, the Collateral Agent shall release (or authorize the bank maintaining the Collection Account to release) to the Seller an amount equal to $2,500,000 (plus accrued and unpaid interest thereon), solely to the extent such amount is on deposit in the Collection Account. So long as no Termination Event shall have occurred and be continuing, all or any portion of the amounts on deposit in the Collection Account shall be invested by the Collateral Agent at the Servicer's written direction in one or more Permitted Investments. All income or other gain from investment of monies deposited in the Collection Account shall be deposited in the Collection Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Collection Account. The maximum permissible maturity of any Permitted Investment shall be not later than the Settlement Date immediately succeeding such Permitted Investment. (d) Upon the occurrence and during the continuation of a Termination Event, the Collateral Agent with the consent or at the direction of the Funding Agents may at any time thereafter give notice to each Lock-Box Bank, the Concentration Account Bank and the Collection Account Bank that the Collateral Agent is exercising its rights under the Lock-Box Letters, the Concentration Account Agreement and the Collection Account Agreement, as applicable, to do any or all of the following: (i) to have the exclusive ownership and control of the Accounts transferred to the Collateral Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Accounts redirected pursuant to the Collateral Agent's instructions, and (iii) to take any or all other actions permitted under the applicable Lock-Box Letter, the Concentration Account Agreement and the Collection Account Agreement, as applicable. The Seller hereby agrees that if the Collateral Agent at any time takes any action set forth in the preceding sentence, the Collateral Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Collateral Agent or any Funding Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Collateral Agent.

Establishment and Use of Certain Accounts. (a) On or prior to Within 45 days of the Closing Dateinitial purchase hereunder, the Seller shall execute and deliver to the relevant Lock- enter into Lock-Box Banks and the Funding Agents Agreements establishing the Lock-Box Letters with respect to the Lock- Box Accounts listed on Schedule II. The Lock-Box Accounts shall be the only accounts used to receive Collections II with respect to the Pool Receivables from the related Obligors. The Servicer shall on each day on which Collections all of Pool Receivables are received in the Lock-Box Accounts cause such Collections Banks, and deliver original counterparts thereof to be transferred from the Lock-Box Accounts into the Concentration AccountAdministrator. (b) On or prior The Servicer agrees to the Closing Date, the Seller shall have entered into a Concentration Account Agreement with the Concentration Account Bank and deliver an original counterpart thereof to the Funding Agents. Any amount in the Concentration Account may be invested by the Seller (or Servicer on the Seller's behalf) in Permitted Investments; provided, however, that such investments shall mature not later than the Settlement Date immediately succeeding such Permitted Investments and any such Permitted Investments shall be credited to a securities account (as defined in the applicable UCC) over which the Collateral Agent for the benefit of the Purchasers shall have a first priority perfected Security interest. All income or other gain from investment of monies deposited in the Concentration Account shall be deposited in the Concentration Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Concentration Account. (c) The Collateral Agent has established establish the Collection Account which within 45 days of the first purchase hereunder. The Collection Account shall be used to accept the transfer of Collections of Pool Receivables from the Concentration Account Lock-Box Accounts pursuant to Article I Section 1.4(b) and for such other purposes described in the Transaction Documents and the Collateral Agent with the consent or at the direction of the Funding Agents shall have the exclusive right to withdraw funds therefrom. On the Closing Date, the Collateral Agent shall release Documents. (or authorize the bank maintaining the Collection Account to releasec) to the Seller an amount equal to $2,500,000 (plus accrued and unpaid interest thereon), solely to the extent such amount is on deposit in the Collection Account. So long as no Termination Event shall have occurred and be continuing, all or any portion of the Any amounts on deposit in the Collection Account shall may be invested by the Collateral Agent Collection Account Bank at the Servicer's written direction direction, in one or more Permitted Investments. All income or other gain from investment of monies deposited , so long as Issuer's interest in the Collection Account shall be deposited in the Collection Account immediately upon receipt thereof, and any loss resulting from such Permitted Investments shall be charged to the Collection Account. The maximum permissible maturity of any Permitted Investment shall be not later than the Settlement Date immediately succeeding is perfected and such Permitted InvestmentInvestments are subject to no Adverse Claims other than those of the Issuer provided hereunder. (d) Upon the occurrence and during the continuation of a Termination Event, the Collateral Agent with the consent or at the direction of the Funding Agents Administrator may at any time thereafter give notice to each Lock-Box Bank, the Concentration Account Bank and and/or the Collection Account Bank that the Collateral Agent Administrator is exercising its rights under the Lock-Box Letters, the Concentration Account Agreement and Agreements and/or the Collection Account Agreement, as applicable, to do any or all of the following: (i) to have the exclusive ownership and control of the Lock-Box Accounts and the Collection Account transferred to the Collateral Agent Administrator and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts and/or the Collection Account redirected pursuant to the Collateral AgentAdministrator's instructionsinstructions rather than deposited in the applicable account, and (iii) to take any or all other actions permitted under the applicable Lock-Box Letter, the Concentration Account Agreement and and/or the Collection Account Agreement, as applicable. The Seller hereby agrees that if the Collateral Agent Administrator at any time takes any action set forth in the preceding sentence, the Collateral Agent Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Collateral Agent or any Funding Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Collateral AgentAdministrator (or as otherwise directed by the Administrator). The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account and/or the Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator or the Issuer (including its successors and assigns), and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Establishment and Use of Certain Accounts. (a) On or prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall execute and deliver to the relevant Lock- Lock-Box Banks and the Funding Agents Administrative Agent, the Lock-Box Letters Agreements with respect to the Lock- Lock-Box Accounts listed on Schedule II. The Lock-Box Accounts shall be the only accounts used to receive Collections with respect to the Pool Receivables from the related Obligors. The Servicer shall on each day on which Collections of Pool Receivables are received in the Lock-Box Accounts cause such Collections to be transferred from the Lock-Box Accounts into the Concentration Account. (b) On or prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall have entered into a Concentration Account Agreement with the Concentration Account Bank and deliver an original counterpart thereof to the Funding AgentsAdministrative Agent. Any amount in the Concentration Account may be invested by the Seller (or Servicer on the Seller's ’s behalf) in Permitted Investments; provided, however, that such investments shall mature not later than the next succeeding Settlement Date immediately succeeding such Permitted Investments and any such Permitted Investments shall be credited to a securities account (as defined in the applicable UCC) over which the Collateral Administrative Agent for the benefit of the Purchasers shall have a first priority perfected Security security interest; provided, further, that no amounts in the Concentration Account may be invested in Permitted Investments unless and until (x) the Concentration Account shall be eligible to hold Permitted Investments and (y) the Concentration Account Agreement shall be revised to act as a securities account control agreement in a manner acceptable to the Administrative Agent in its sole discretion. All income or other gain from investment of monies deposited in the Concentration Account shall be deposited in the Concentration Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Concentration Account. (c) The Collateral Agent has established the Collection Account which shall be used to accept the transfer of Collections of Pool Receivables from the Concentration Account pursuant to Article I and for such other purposes described in the Transaction Documents and the Collateral Agent with the consent or at the direction of the Funding Agents shall have the exclusive right to withdraw funds therefrom. On the Closing Date, the Collateral Agent shall release (or authorize the bank maintaining the Collection Account to release) to the Seller an amount equal to $2,500,000 (plus accrued and unpaid interest thereon), solely to the extent such amount is on deposit in the Collection Account. So long as no Termination Event shall have occurred and be continuing, all or any portion of the amounts on deposit in the Collection Account shall be invested by the Collateral Agent at the Servicer's written direction in one or more Permitted Investments. All income or other gain from investment of monies deposited in the Collection Account shall be deposited in the Collection Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Collection Account. The maximum permissible maturity of any Permitted Investment shall be not later than the Settlement Date immediately succeeding such Permitted Investment[Reserved]. (d) Upon the occurrence and during the continuation of a any Termination EventEvent or an Unmatured Termination Event related to the Termination Events described in clauses (e), (i), (j), (k) or (l) of Exhibit V, the Collateral Administrative Agent with the consent or at the direction of the Funding Agents may at any time thereafter give notice to each Lock-Box Bank, Bank and the Concentration Account Bank and the Collection Account Bank that the Collateral Administrative Agent is exercising its rights under the Lock-Box Letters, Agreements and the Concentration Account Agreement and the Collection Account Agreement, as applicable, to do any or all of the following: (i) to have the exclusive ownership and control of the such Accounts transferred to the Collateral Administrative Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Accounts redirected pursuant to the Collateral Administrative Agent's ’s instructions, and (iii) to take any or all other actions permitted under the applicable Lock-Box Letter, the Concentration Account Agreement and the Collection Concentration Account Agreement, as applicable. The Seller and the Servicer each hereby agrees that if the Collateral Administrative Agent at any time takes any action set forth in the preceding sentence, the Collateral Administrative Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer each hereby further agrees to take any other action that the Collateral Agent or any Funding Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to an account designated by the Collateral AgentAdministrative Agent in writing.

Establishment and Use of Certain Accounts. (a) On or prior Prior to the Closing Dateinitial purchase hereunder, the Seller shall execute and deliver to the relevant Lock- Box Banks and the Funding Agents the enter into Lock-Box Letters with respect to the Lock- Box Accounts listed on Schedule II. The Lock-Box Accounts shall be the only accounts used to receive Collections with respect to the Pool Receivables from the related Obligors. The Servicer shall on each day on which Collections of Pool Receivables are received in Agreements establishing the Lock-Box Accounts cause such Collections to be transferred from listed on SCHEDULE II with all of the Lock-Box Accounts into Banks, and deliver original counterparts thereof to the Concentration AccountAdministrator. (b) On or prior The Servicer agrees to the Closing Date, the Seller shall have entered into a Concentration Account Agreement with the Concentration Account Bank and deliver an original counterpart thereof to the Funding Agents. Any amount in the Concentration Account may be invested by the Seller (or Servicer on the Seller's behalf) in Permitted Investments; provided, however, that such investments shall mature not later than the Settlement Date immediately succeeding such Permitted Investments and any such Permitted Investments shall be credited to a securities account (as defined in the applicable UCC) over which the Collateral Agent for the benefit of the Purchasers shall have a first priority perfected Security interest. All income or other gain from investment of monies deposited in the Concentration Account shall be deposited in the Concentration Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Concentration Account. (c) The Collateral Agent has established establish the Collection Account which on or before the date of the first purchase hereunder. The Collection Account shall be used to accept the transfer of Collections of Pool Receivables from the Concentration Account Lock-Box Accounts pursuant to Article I SECTION 1.4(b) and for such other purposes described in the Transaction Documents and the Collateral Agent with the consent or at the direction of the Funding Agents shall have the exclusive right to withdraw funds therefrom. On the Closing Date, the Collateral Agent shall release Documents. (or authorize the bank maintaining the Collection Account to releasec) to the Seller an amount equal to $2,500,000 (plus accrued and unpaid interest thereon), solely to the extent such amount is on deposit in the Collection Account. So long as no Termination Event shall have occurred and be continuing, all or any portion of the Any amounts on deposit in the Collection Account shall may be invested by the Collateral Agent Collection Account Bank at the Servicer's written direction direction, in one or more Permitted Investments. All income or other gain from investment of monies deposited , so long as Issuer's interest in the Collection Account shall be deposited in the Collection Account immediately upon receipt thereof, and any loss resulting from such Permitted Investments shall be charged to the Collection Account. The maximum permissible maturity of any Permitted Investment shall be not later than the Settlement Date immediately succeeding is perfected and such Permitted InvestmentInvestments are subject to no Adverse Claims other than those of the Issuer provided hereunder. (d) Upon the occurrence and during the continuation of a Termination Event, the Collateral Agent with the consent or at the direction of the Funding Agents Administrator may at any time thereafter give notice to each Lock-Box Bank, the Concentration Account Bank and the Collection Account Bank that the Collateral Agent Administrator is exercising its rights under the Lock-Box Letters, the Concentration Account Agreement Agreements and the Collection Account Agreement, as applicable, to do any or all of the following: (i) to have the exclusive ownership and control of the Lock-Box Accounts and the Collection Account transferred to the Collateral Agent Administrator and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Collateral AgentAdministrator's instructions, and (iii) to take any or all other actions permitted under the applicable Lock-Box Letter, the Concentration Account Agreement and the Collection Account Agreement, as applicable. The Seller hereby agrees that if the Collateral Agent Administrator at any time takes any action set forth in the preceding sentence, the Collateral Agent Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Collateral Agent or any Funding Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Collateral AgentAdministrator.

Establishment and Use of Certain Accounts. (a) On or prior to Within 15 ----------------------------------------- Business Days from the Closing Date, the Seller shall execute and deliver to the relevant Lock- Lock-Box Banks and the Funding Agents the Lock-Box Letters with respect to the Lock- Lock-Box Accounts listed on Schedule II. The Lock-Box Accounts shall be ---------- the only accounts used to receive Collections with respect to the Pool Receivables from the related Obligors. The Servicer shall on each day on which Collections of Pool Receivables are received in the Lock-Box Accounts cause such Collections to be transferred from the Lock-Box Accounts into the Concentration Account. (b) On or prior to Within 15 Business Days from the Closing Date, the Seller shall have entered into a Concentration Account Agreement with the Concentration Account Bank and deliver an original counterpart thereof to the Funding Agents. Any amount in the Concentration Account may be invested by the Seller (or Servicer on the Seller's behalf) in Permitted Investments; provided, however, that such -------- ------- investments shall mature not later than the Settlement Date immediately succeeding such Permitted Investments and any such Permitted Investments shall be credited to a securities account (as defined in the applicable UCC) over which the Collateral Agent for the benefit of the Purchasers shall have a first priority perfected Security interest. All income or other gain from investment of monies deposited in the Concentration Account shall be deposited in the Concentration Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Concentration Account. (c) The Collateral Agent has established the Collection Account which shall be used to accept the transfer of Collections of Pool Receivables from the Concentration Account pursuant to Article I and for such other purposes --------- described in the Transaction Documents and the Collateral Agent with the consent or at the direction of the Funding Agents shall have the exclusive right to withdraw funds therefrom. On the Closing Datedate of the initial purchase hereunder, the Collateral Agent shall release Seller (or authorize the bank maintaining Servicer on its behalf) shall deposit into the Collection Account to release) to Account, for the Seller benefit of the Purchasers, an amount equal to $2,500,000 2,500,000; it being understood that on each Settlement Date (plus accrued and unpaid interest thereonuntil the day following the Facility Termination Date when all amounts payable by the Seller or Servicer hereunder have been paid in full), solely to the extent such amount is on Seller shall deposit in into the Collection Account, the amount, if any, necessary to cause the amount on deposit therein (after giving effect to the transfers contemplated pursuant to Article I on such --------- date) equal to, at least, $2,500,000. So long as no Termination Event shall have occurred and be continuing, all or any portion of the amounts on deposit in the Collection Account shall be invested by the Collateral Agent at the Servicer's written direction in one or more Permitted Investments. All income or other gain from investment of monies deposited in the Collection Account shall be deposited in the Collection Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Collection Account. The maximum permissible maturity of any Permitted Investment shall be not later than the Settlement Date immediately succeeding such Permitted Investment. (d) Upon the occurrence and during the continuation of a Termination Event, the Collateral Agent with the consent or at the direction of the Funding Agents may at any time thereafter give notice to each Lock-Box Bank, the Concentration Account Bank and the Collection Account Bank that the Collateral Agent is exercising its rights under the Lock-Box Letters, the Concentration Account Agreement and the Collection Account Agreement, as applicable, to do any or all of the following: (i) to have the exclusive ownership and control of the Accounts transferred to the Collateral Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Accounts redirected pursuant to the Collateral Agent's instructions, and (iii) to take any or all other actions permitted under the applicable Lock-Box Letter, the Concentration Account Agreement and the Collection Account Agreement, as applicable. The Seller hereby agrees that if the Collateral Agent at any time takes any action set forth in the preceding sentence, the Collateral Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Collateral Agent or any Funding Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Collateral Agent.