Common use of Payment Accounts Clause in Contracts

Payment Accounts. (a) On the Issuance Date, the Delaware Trustee shall establish a Payment Account. The Delaware Trustee and any agent of the Delaware Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Accounts for the purpose of making deposits in and withdrawals from the Payment Accounts in accordance with this Agreement and the Indenture. Subject to the Indenture, all monies or other property received by the Delaware Trustee on behalf of the Trust in respect of the Collateral will be deposited in the Payment Account. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Delaware Trustee in the Payment Account for the exclusive benefit of the Trust Beneficial Owner, subject to the security interest in the Collateral in favor of the Indenture Trustee on behalf of the Holders of the Series of Notes, and for distribution by the Delaware Trustee as herein provided, including (and subject to) any priority of payments provided for herein. (b) Except for payments made on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement and subject to Section 3.01(a) of this Agreement, all monies and other property deposited into the Payment Account shall be distributed by the Trust as follows: first, to the Indenture Trustee for the payment of all amounts then due and unpaid upon the Notes, if any, in accordance with the Indenture; and second, to the Trust Beneficial Owner all of the amounts that would be payable under clause first of Section 5.02 of the Indenture to the Trust Beneficial Owner if the Trust Beneficial Owner held a Note with an original principal amount of $15. Any remaining monies and other property deposited into the Payment Account shall be distributed ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15). (c) The Delaware Trustee shall deposit in the Payment Account, promptly upon receipt, any payments received with respect to the Collateral. Amounts held in the Payment Accounts shall not be invested by the Delaware Trustee pending the distribution of such amounts to cover the Trust's obligations on the Notes or the Trust Beneficial Interest. (d) Notwithstanding anything herein to the contrary, the Delaware Trustee, on behalf of the Trust, shall issue a standing order (the "Standing Order") to the Indenture Trustee pursuant to which the Indenture Trustee shall distribute all amounts due and unpaid under clause second of Section 3.01(b) herein; provided, however, that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement shall be made by the Delaware Trustee on behalf of the Trust. For so long as (i) the Delaware Trustee, on behalf of the Trust, has not rescinded the Standing Order and (ii) the Indenture Trustee is able to, and does, comply with the Standing Order, the Delaware Trustee will not be required to establish separate Payment Accounts in accordance with Section 3.01; provided, however, that the Delaware Trustee shall establish separate Payment Accounts to facilitate payments made on a Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement.

Payment Accounts. (a) On Within [*] days following the Issuance Initial Closing Date, the Delaware Trustee Seller shall establish a Payment with the Depositary Bank the Collection Account and the Disbursement Account. The Delaware Trustee Seller shall deliver instructions to all Licensees and any agent of account debtors (the Delaware Trustee shall have exclusive control and sole right of withdrawal “Instruction to Payors”) with respect to proceeds arising from sales of Included Product by Seller in the Payment Accounts for United States (which instruction shall be in form and substance reasonably satisfactory to the purpose Purchaser and identify each Purchaser as having a right to a receive a portion of making deposits such amounts, and a copy of which shall be delivered to the Purchaser promptly following delivery to such Licensee or account debtor) to remit all proceeds payable to Seller in respect of accounts and withdrawals from royalty receivables arising out of sales of Included Product in the Payment Accounts United States to the Collection Account; provided that the proceeds of Governmental Receivables arising out of sales of Included Products in the United States may instead be remitted to one or more other U.S.-based accounts, not subject to any liens (other than any banker’s lien under Applicable Law) accounts so long as such accounts are subject to daily sweeps to the Collection Account. To the extent any such proceeds are paid directly to the Seller, Seller shall remit to the Collection Account all such amounts within [*] Business Days of receipt of any such funds. All proceeds and other funds deposited into the Collection Account shall be verified and reconciled by the Servicer and any verified and reconciled funds shall be swept to the Disbursement Account. Funds in the Disbursement Account shall be disbursed in accordance with this Agreement and the Indenture. Subject to the Indenture, all monies or other property received by the Delaware Trustee on behalf of the Trust in respect of the Collateral will be deposited in the Payment Account. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Delaware Trustee in the Payment Account for the exclusive benefit of the Trust Beneficial Owner, subject to the security interest in the Collateral in favor of the Indenture Trustee on behalf of the Holders of the Series of Notes, and for distribution by the Delaware Trustee as herein provided, including (and subject to) any priority of payments provided for hereinSection 3.3. (b) Except for payments made on All fees, expenses and charges owing to the Trust Expiration Date or otherwise Depositary Bank pursuant to Section 7.03 the terms of this the Deposit Agreement and subject to Section 3.01(a) of this Agreement, all monies and other property deposited into the Payment Account shall be distributed by the Trust as follows: first[*], and shall be paid to the Indenture Trustee for Depositary Bank from the payment Disbursement Account prior to transfer of all any amounts then due and unpaid upon from the NotesDisbursement Account to either the Purchaser Account or the Seller Account, if anyby debiting such fee, in accordance with expense or charge from the Indenture; and second, to the Trust Beneficial Owner all of the amounts that would be payable under clause first of Section 5.02 of the Indenture to the Trust Beneficial Owner if the Trust Beneficial Owner held a Note with an original principal amount of $15. Any remaining monies and other property deposited into the Payment Account shall be distributed ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15)Disbursement Account. (c) The Delaware Trustee Notwithstanding anything to the contrary herein, Seller shall deposit in have the Payment Account, promptly upon receipt, any payments received right from time to time to select a replacement Depositary Bank and establish a replacement Collection Account and a replacement Disbursement Account provided that such replacement Depositary Bank entered into a Deposit Agreement with respect to the Collateral. Amounts held in the Payment Accounts shall not be invested by the Delaware Trustee pending the distribution of such amounts to cover the Trust's obligations on the Notes or the Trust Beneficial Interest. (d) Notwithstanding anything herein to the contrary, the Delaware Trustee, on behalf of the Trust, shall issue a standing order (the "Standing Order") to the Indenture Trustee pursuant to which the Indenture Trustee shall distribute all amounts due replacement accounts and unpaid under clause second of Section 3.01(b) herein; provided, however, that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise Seller instructs as required pursuant to Section 7.03 of 3.2(a) to Licensees and account debtors to [*] = Certain confidential information contained in this Agreement shall be made document, marked by brackets, has been omitted and filed separately with the Delaware Trustee on behalf Securities and Exchange Commission pursuant to Rule 24b-2 of the TrustSecurities Exchange Act of 1934, as amended. make payments to such new accounts. For so long as (i) the Delaware Trustee, on behalf of the Trust, has not rescinded the Standing Order and (ii) the Indenture Trustee is able to, and does, comply with the Standing Order, the Delaware Trustee will not be required to establish separate Payment Accounts in accordance with Section 3.01; provided, however, that the Delaware Trustee shall establish separate Payment Accounts to facilitate payments made on a Trust Expiration Date or otherwise pursuant to Section 7.03 purposes of this Agreement, any reference to the “Deposit Agreement,” “Collection Account” or “Disbursement Account” shall refer to such replacement Deposit Agreement, Collection Account, Disbursement Account or Depositary Bank, as the context requires.

Payment Accounts. (a) On Prior to the Issuance Dateissue date of each Funding Note, the Delaware Trustee shall establish a the related Payment Account. The Delaware Trustee and any agent of the Delaware Trustee shall have exclusive control and sole right of withdrawal with respect to the each Payment Accounts Account for the purpose of making deposits in and withdrawals from the such Payment Accounts Account in accordance with this Agreement Amended and the IndentureRestated Trust Agreement. Subject to the each Funding Note Indenture, all monies funds or other property received by the Delaware Trustee on behalf of the Trust Global Funding in respect of any Collateral for the Collateral applicable Funding Note will be deposited in the related Payment Account. All monies funds and other property deposited or held from time to time in the a Payment Account shall be held by the Delaware Trustee in the such Payment Account for the exclusive benefit of the Trust Beneficial Owner, subject to the security interest in the applicable Collateral in favor of the applicable Funding Note Indenture Trustee on behalf of the Holders Holder of the Series of Notesapplicable Funding Note and any other Person for whose benefit such Funding Note Indenture Trustee is or will be holding such Collateral, and for distribution by the Delaware Trustee as herein providedprovided in this Amended and Restated Trust Agreement, including (and subject to) any priority of payments provided for hereinin this Amended and Restated Trust Agreement. (b) Except for payments made on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement and subject to Section 3.01(a) of this Agreement, all monies All funds and other property deposited into the a Payment Account shall be distributed by the Trust Global Funding as follows: firstFIRST, to the applicable Funding Note Indenture Trustee for the payment of all amounts then due and unpaid upon the Notes, if any, applicable Funding Note and any other amounts due and payable in accordance with the applicable Funding Note Indenture; and secondSECOND, to upon the Trust Beneficial Owner all final surrender of the applicable Funding Note and payment of any amounts that would be payable under clause first of Section 5.02 of the Indenture to the Trust Beneficial Owner if the Trust Beneficial Owner held a Note with an original principal amount of $15. Any in respect thereof, any remaining monies funds and other property deposited into the such Payment Account shall be distributed ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15)Delaware Trustee for distribution pursuant to Section 7.1. (c) The Delaware Trustee shall deposit in the applicable Payment Account, promptly upon receipt, any payments received with in respect to the of any related Collateral. Amounts held in the any Payment Accounts Account shall not be invested by the Delaware Trustee pending the distribution of such amounts to cover the Trust's obligations on the Notes or the Trust Beneficial InterestTrustee. (d) Notwithstanding anything herein in this Amended and Restated Trust Agreement to the contrary, the Delaware Trustee, on behalf of the TrustGlobal Funding, shall issue execute a standing order (the each, a "Standing Order") to the each Funding Note Indenture Trustee pursuant to which the such Funding Note Indenture Trustee Trustee, either directly or through an applicable Funding Note Paying Agent, shall distribute all applicable amounts due and unpaid under clause second of Section 3.01(b) herein3.1(b); provided, however, that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement 7.1 shall be made by the Delaware Trustee on behalf of the TrustGlobal Funding. For so long as (i) the Delaware Trustee, on behalf of the TrustGlobal Funding, has not rescinded the applicable Standing Order and (ii) the applicable Funding Note Indenture Trustee Trustee, either directly or through an applicable Funding Note Paying Agent, is able to, and does, comply with the such Standing Order, the Delaware Trustee will not be required to establish a separate Payment Accounts Account in accordance with Section 3.013.1 in respect of the applicable Funding Note; provided, however, that the Delaware Trustee shall establish a separate Payment Accounts payment account to facilitate payments to be made on a Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement7.1.

Payment Accounts. (a) On or prior to the Issuance DateDate of each Trust Series, the Delaware Trustee shall establish a separate Payment AccountAccount with respect to that Trust Series. The Delaware Trustee and any agent of the Delaware Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Accounts for the purpose of making deposits in and withdrawals from the Payment Accounts in accordance with this Agreement, the relevant Trust Series Agreement and the Indenture. Subject to the Indenture, all monies or other property received by the Delaware Trustee on behalf of the each Trust Series in respect of the relevant Collateral will be deposited in the related Payment Account. All monies and other property deposited or held from time to time in the each relevant Payment Account shall be held by the Delaware Trustee in the such Payment Account for the exclusive benefit of the Trust Series Beneficial Owner, subject to the security interest in the relevant Collateral in favor of the Indenture Trustee on behalf of the Holders of the relevant Series of Notes, and for distribution by the Delaware Trustee as herein provided, including (and subject to) any priority of payments provided for herein. (b) Except for payments made on the Trust Series Expiration Date or otherwise pursuant to Section 7.03 8.03 of this Agreement and subject to Section 3.01(a) of this Agreement, all monies and other property deposited into the Payment Account with respect to a Trust Series shall be distributed by the Trust as follows: first, to the Indenture Trustee for the payment of all amounts then due and unpaid upon the NotesNotes of the relevant Series, if any, in accordance with the Indenture; and second, to the Trust Series Beneficial Owner all of the amounts that would be payable under clause first of Section 5.02 of the Indenture to the Trust Series Beneficial Owner if the Trust Series Beneficial Owner held a Note related to such Trust Series with an original principal amount of $15100. Any remaining monies and other property deposited into the Payment Account with respect to a Trust Series shall be distributed ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes of the relevant Series and the Trust Series Beneficial Owner of the relevant Trust Series (as if the Trust Series Beneficial Owner held a Note related to such Trust Series with an original principal amount of $15100). (c) The Delaware Trustee shall deposit in the relevant Payment Account, promptly upon receipt, any payments received with respect to the relevant Collateral. Amounts held in the Payment Accounts shall not be invested by the Delaware Trustee pending the distribution of such amounts to cover the Trust's obligations on the related Notes or the related Trust Series Beneficial Interest. (d) Notwithstanding anything herein to the contrary, the Delaware Trustee, on behalf of the Trust, shall issue a standing order (the "Standing Order") to the Indenture Trustee pursuant to which the Indenture Trustee shall distribute all amounts due and unpaid under clause second of Section 3.01(b) herein; provided, however, that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement shall be made by the Delaware Trustee on behalf of the Trust. For so long as (i) the Delaware Trustee, on behalf of the Trust, has not rescinded the Standing Order and (ii) the Indenture Trustee is able to, and does, comply with the Standing Order, the Delaware Trustee will not be required to establish separate Payment Accounts in accordance with Section 3.01; provided, however, that the Delaware Trustee shall establish separate Payment Accounts to facilitate payments made on a Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement.

Payment Accounts. (a) On Within [*] days following the Issuance Initial Closing Date, the Delaware Trustee Seller shall establish a Payment with the Depositary Bank the Collection Account and the Disbursement Account. The Delaware Trustee Seller shall deliver instructions to all Licensees and any agent of account debtors (the Delaware Trustee shall have exclusive control and sole right of withdrawal “Instruction to Payors”) with respect to proceeds arising from sales of Included Product by Seller in the Payment Accounts for United States (which instruction shall be in form and substance reasonably satisfactory to the purpose Purchaser and identify each Purchaser as having a right to a receive a portion of making deposits such amounts, and a copy of which shall be delivered to the Purchaser promptly following delivery to such Licensee or account debtor) to remit all proceeds payable to Seller in respect of accounts and withdrawals from royalty receivables arising out of sales of Included Product in the Payment Accounts United States to the Collection Account; provided that the proceeds of Governmental Receivables arising out of sales of Included Products in the United States may instead be remitted to one or more other U.S.-based accounts, not subject to any liens (other than any banker’s lien under Applicable Law) accounts so long as such accounts are subject to daily sweeps to the Collection Account. To the extent any such proceeds are paid directly to the Seller, Seller shall remit to the Collection Account all such amounts within [*] Business Days of receipt of any such funds. All proceeds and other funds deposited into the Collection Account shall be verified and reconciled by the Servicer and any verified and reconciled funds shall be swept to the Disbursement Account. Funds in the Disbursement Account shall be disbursed in accordance with this Agreement and the Indenture. Subject to the Indenture, all monies or other property received by the Delaware Trustee on behalf of the Trust in respect of the Collateral will be deposited in the Payment Account. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Delaware Trustee in the Payment Account for the exclusive benefit of the Trust Beneficial Owner, subject to the security interest in the Collateral in favor of the Indenture Trustee on behalf of the Holders of the Series of Notes, and for distribution by the Delaware Trustee as herein provided, including (and subject to) any priority of payments provided for hereinSection 3.3. (b) Except for payments made on All fees, expenses and charges owing to the Trust Expiration Date or otherwise Depositary Bank pursuant to Section 7.03 the terms of this the Deposit Agreement and subject to Section 3.01(a) of this Agreement, all monies and other property deposited into the Payment Account shall be distributed by the Trust as follows: first[*], and shall be paid to the Indenture Trustee for Depositary Bank from the payment Disbursement Account prior to transfer of all any amounts then due and unpaid upon from the NotesDisbursement Account to either the Purchaser Account or the Seller Account, if anyby debiting such fee, in accordance with expense or charge from the Indenture; and second, to the Trust Beneficial Owner all of the amounts that would be payable under clause first of Section 5.02 of the Indenture to the Trust Beneficial Owner if the Trust Beneficial Owner held a Note with an original principal amount of $15. Any remaining monies and other property deposited into the Payment Account shall be distributed ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15)Disbursement Account. (c) The Delaware Trustee Notwithstanding anything to the contrary herein, Seller shall deposit in have the Payment Account, promptly upon receipt, any payments received right from time to time to select a replacement Depositary Bank and establish a replacement Collection Account and a replacement Disbursement Account provided that such replacement Depositary Bank entered into a Deposit Agreement with respect to the Collateral. Amounts held in the Payment Accounts shall not be invested by the Delaware Trustee pending the distribution of such amounts to cover the Trust's obligations on the Notes or the Trust Beneficial Interest. (d) Notwithstanding anything herein to the contrary, the Delaware Trustee, on behalf of the Trust, shall issue a standing order (the "Standing Order") to the Indenture Trustee pursuant to which the Indenture Trustee shall distribute all amounts due replacement accounts and unpaid under clause second of Section 3.01(b) herein; provided, however, that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise Seller instructs as required pursuant to Section 7.03 of this Agreement shall be made by the Delaware Trustee on behalf of the Trust3.2(a) to Licensees and account debtors to make payments to such new accounts. For so long as (i) the Delaware Trustee, on behalf of the Trust, has not rescinded the Standing Order and (ii) the Indenture Trustee is able to, and does, comply with the Standing Order, the Delaware Trustee will not be required to establish separate Payment Accounts in accordance with Section 3.01; provided, however, that the Delaware Trustee shall establish separate Payment Accounts to facilitate payments made on a Trust Expiration Date or otherwise pursuant to Section 7.03 purposes of this Agreement, any reference to the “Deposit Agreement,” “Collection Account” or “Disbursement Account” shall refer to such replacement Deposit Agreement, Collection Account, Disbursement Account or Depositary Bank, as the context requires. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.