Common use of Payment Reconciliation Clause in Contracts

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect to the Purchased Receivables associated with such payment. Servicer shall provide to Purchaser, substantially in the form set forth in Exhibit E, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Account since the delivery of the immediately preceding Payment Reconciliation delivered to Purchaser, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions amounts, if any, with respect to the Purchased Receivables), and from time to time upon the request of Purchaser. If any payment is received in the Collection Account that does not constitute a Collection with respect to any Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together with interest thereon at the Discount Rate from the date of receipt to the date of payment to Servicer, will be forwarded to the applicable Seller, provided that, if other amounts are owed (but have failed to be paid when due) by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the Payment Reconciliation as relating to a particular Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to any Dispute with the Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 7 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect including those adjustments related to any Dilution of the Purchased Receivables associated with such paymentReceivable, deposited in the Purchaser Account or the Sweep Account, which shall not be materially more burdensome than Servicer’s existing policies and procedures. Servicer shall provide to Purchaser, substantially in the form set forth in attached as Exhibit EH, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Purchaser Account since or the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserSweep Account, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions Dilution amounts, if any, with respect to the Purchased ReceivablesReceivable), concurrently with the transfer to the Purchaser Account of any Collections Payment relating to the Purchased Receivable (which for the avoidance of doubt, shall not exceed the Allocation Percentage of the Collections), to the extent practicable. Purchaser acknowledges and from time to time upon the request of Purchaser. If any payment is received agrees that in the Collection event of Future Receivable Transactions, Servicer in its sole discretion may elect to provide a single Payment Reconciliation in satisfaction of its obligation to provide a Payment Reconciliation under this Section 7(c) and any similar obligation in connection with a Future Receivable Transaction. No later than the Payment Due Date, Seller shall deposit to the Purchaser Account, from collections in respect of other receivables owing from Account that does not constitute a Collection Debtor to Seller or from any other funds of Seller, an amount equal to any Dilution. Collections with respect to any the Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together with interest thereon at the Discount Rate from the date of receipt Receivable shall be allocated fully to the date Purchaser. Seller shall hold funds in respect of payment to Servicer, will be forwarded Collections with respect to the applicable SellerPurchased Receivable in trust for Purchaser. Seller shall allocate any offsets, provided thatwrite-offs, if recoupments, returns or other amounts are owed (but have failed to be paid when due) allowances by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the applicable CMS Monthly Plan Payment Reconciliation as relating Report; provided, however, that such amounts that do not reasonably relate to a particular the Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied allocated first to any receivables owing from Account Debtor to Seller (excluding, for the avoidance of doubt, the Purchased Receivable) before allocating such amount to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to Receivable, notwithstanding any Dispute with the alternative deduction by Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under this Section 5 6 hereof, Servicer shall be responsible for promptly identifying, matching and reconciling any payments, Dilutionsincluding those related to any Dilution of the Receivable, and Disputes deposited in the Collection Account with respect to the Purchased Receivables Receivable associated with such payment. Servicer shall provide to Purchaser, substantially in the form set forth in Exhibit ED and substance satisfactory to each Purchaser, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Account since the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserAccount, together with the number of days outstanding DSO values of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions amounts, if any, with respect to the Purchased Receivables), concurrently with the transfer to the Collection Account of all Collections in respect of the Purchased Receivables and from time to time upon the request of Purchaser. If In accordance with the provisions of the Intercreditor Agreement, if at any time any payment is received delivered to or identified in the Collection Account that does not constitute a Collection with respect to any Purchased Receivable, within two (2) Business Days following receipt by each Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased ReceivablesReceivables which shall be done no less frequently than weekly, such fundsfunds will be forwarded to an account specified by the Seller or the Servicer. If any Collection on account of any Purchased Receivable is paid to the Originator, the Seller, the Parent or the Ultimate Parent, (either directly by Account Debtor or from out of the Collection Account pursuant to the remaining provisions of this paragraph (c) or otherwise), such Person shall promptly pay such amount to the applicable Purchaser, together with interest thereon at the Discount Rate from for the period that is two (2) Business Days after such erroneous payment is received until the date of receipt to the date of payment to Servicer, will be forwarded paid to the applicable SellerPurchaser. To the extent the Purchase Representative (on behalf of the Purchasers) has control over the Collection Account, provided thatfollowing the occurrence of a Termination Event the Purchaser Representative (and to the extent such amounts have already been remitted to a Purchaser, such Purchaser) shall be obligated to remit funds that do not relate to Purchased Receivables to an account specified by the Servicer within three (3) Business Days following receipt by each Purchaser of evidence of payment details documenting to each Purchaser’s reasonable satisfaction that the payment is for Receivables not constituting Purchased Receivables. In accordance with the provisions of the Intercreditor Agreement, if other amounts are owed (but have failed to be paid when due) by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the Payment Reconciliation as relating to a particular Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied first to the outstanding unpaid Receivables (whether constituting Purchased Receivables or Receivables of with respect to such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to any Dispute with such Account Debtor in chronological order based on the Account Debtorrelated scheduled payment dates (beginning with the unpaid Receivable with the oldest scheduled payment date).

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 7 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect including those adjustments related to any Dilution of the Purchased Receivables associated with such paymentReceivable, deposited in the Purchaser Account or the Sweep Account, which shall not be materially more burdensome than Servicer’s existing policies and procedures. Servicer shall provide to Purchaser, substantially in the form set forth in attached as Exhibit EH, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Purchaser Account since or the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserSweep Account, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions Dilution amounts, if any, with respect to the Purchased ReceivablesReceivable), concurrently with the transfer to the Purchaser Account of any Collections Payment relating to the Purchased Receivable (which for the avoidance of doubt, shall not exceed the Allocation Percentage of the Collections), to the extent practicable. Purchaser acknowledges and agrees that Servicer in its sole discretion may elect to provide a single Payment Reconciliation in satisfaction of its obligation to provide a Payment Reconciliation under this Section 7(c) and Section 7(c) of the Series F Agreement. No later than the Payment Due Date, Seller shall deposit to the Purchaser Account, from time collections in respect of other receivables owing from Account Debtor to time upon the request Seller or from any other funds of PurchaserSeller, an amount equal to any Dilution. If any payment is received in the Collection Account that does not constitute a Collection Collections with respect to any the Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together with interest thereon at the Discount Rate from the date of receipt Receivable shall be allocated fully to the date Purchaser. Seller shall hold funds in respect of payment to Servicer, will be forwarded Collections with respect to the applicable SellerPurchased Receivable in trust for Purchaser. Seller shall allocate any offsets, provided thatwrite-offs, if recoupments, reduction, returns, fines, penalties or other amounts are owed (but have failed to be paid when due) allowances by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the applicable CMS Monthly Plan Payment Reconciliation as Report; provided, however, that such amounts that do not reasonably relate to the Purchased Receivable, including without limitation any counterclaim, defense, offset, write-off, recoupment, reduction, return, fine, penalty or other allowances relating to a particular Purchased Receivable within five (5) Business Days of receipt thereofthe DOJ CID, such payment shall be applied allocated first to any receivables owing from Account Debtor to Seller (excluding, for the avoidance of doubt, the Purchased Receivable) before allocating such amount to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to Receivable, notwithstanding any Dispute with the alternative deduction by Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under this Section 5 hereof5, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, credits related to any Dilution and Disputes all payments deposited in the Collection Account with respect to the Purchased Receivables Receivable associated with such paymentcredits or payments. Concurrently with the deposit of any payment into the Purchaser’s Account, Servicer shall provide to Purchaser, substantially in the form set forth in Exhibit EE and in substance reasonably satisfactory to Purchaser, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Account and transferred to the Purchaser’s Account since the delivery of the immediately preceding Payment Reconciliation delivered to Purchaser, together with the number of days outstanding Anticipated Payment Dates of all Purchased Receivables having Collections deposited in the Collection Account and transferred to the Purchaser’s Account and adjustments (including Dilutions Dilution amounts, if any, with respect to the Purchased Receivables). To the extent that any particular Payment Reconciliation shows that payments made by Account Debtors during the period covered by such Payment Reconciliation have resulted in Excess Dilution on the Purchased Receivables to which such payments relate, and from time then the Seller Representative shall, or shall cause the applicable Seller(s) to, supplement the remittance to time upon the request of Purchaser’s Account by adding to it an amount equal to such Excess Dilution. If any payment amount is received in transferred to the Collection Purchaser’s Account that does not constitute a Collection with respect to any a Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for transfer was of funds received on account of Receivables not constituting Purchased ReceivablesReceivables (or otherwise not constituting a Collection with respect to a Purchased Receivable), such funds, together with interest thereon at the Discount Rate from the date of receipt to the date of payment to Servicer, funds will be forwarded to the applicable Seller, provided that, if other amounts are owed (but have failed to be paid when due) by such Seller or any Representative so long as no Event of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligationRepurchase exists. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the Payment Reconciliation as relating to a particular Purchased Receivable or to a particular Receivable that is not a Purchased Receivable within five six (56) Business Days of receipt thereof, such payment shall be applied first to the outstanding Receivables (whether constituting unpaid Purchased Receivables or Receivables of with respect to such Account Debtor not constituting Purchased Receivables) in chronological order (beginning with the oldest scheduled payment date unpaid Purchased Receivable), and then to Receivables with respect to such Account Debtor that are not subject to any Dispute with the Account DebtorPurchased Receivables, also in chronological order.

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 7 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect including those adjustments related to any Dilution of the Purchased Receivables associated with such paymentReceivable, deposited in the Purchaser Account or the Sweep Account, which shall not be materially more burdensome than Servicer’s existing policies and procedures. Servicer shall provide to Purchaser, substantially in the form set forth in attached as Exhibit EH, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Purchaser Account since or the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserSweep Account, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions Dilution amounts, if any, with respect to the Purchased ReceivablesReceivable), concurrently with the transfer to the Purchaser Account of any Collections Payment relating to the Purchased Receivable (which for the avoidance of doubt, shall not exceed the Allocation Percentage of the Collections), to the extent practicable. Purchaser acknowledges and agrees that Servicer in its sole discretion may elect to provide a single Payment Reconciliation in satisfaction of its obligation to provide a Payment Reconciliation under this Section 7(c) and Section 7(c) of the Series D Agreement. No later than the Payment Due Date, Seller shall deposit to the Purchaser Account, from time collections in respect of other receivables owing from Account Debtor to time upon the request Seller or from any other funds of PurchaserSeller, an amount equal to any Dilution. If any payment is received in the Collection Account that does not constitute a Collection Collections with respect to any the Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together with interest thereon at the Discount Rate from the date of receipt Receivable shall be allocated fully to the date Purchaser. Seller shall hold funds in respect of payment to Servicer, will be forwarded Collections with respect to the applicable SellerPurchased Receivable in trust for Purchaser. Seller shall allocate any offsets, provided thatwrite-offs, if recoupments, returns or other amounts are owed (but have failed to be paid when due) allowances by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the applicable CMS Monthly Plan Payment Reconciliation as relating Report; provided, however, that such amounts that do not reasonably relate to a particular the Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied allocated first to any receivables owing from Account Debtor to Seller (excluding, for the avoidance of doubt, the Purchased Receivable) before allocating such amount to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to Receivable, notwithstanding any Dispute with the alternative deduction by Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 7 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect including those adjustments related to any Dilution of the Purchased Receivables associated with such paymentReceivable, deposited in the Purchaser Account or the Sweep Account, which shall not be materially more burdensome than Servicer’s existing policies and procedures. Servicer shall provide to Purchaser, substantially in the form set forth in attached as Exhibit EH, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Purchaser Account since or the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserSweep Account, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions Dilution amounts, if any, with respect to the Purchased ReceivablesReceivable), concurrently with the transfer to the Purchaser Account of any Collections Payment relating to the Purchased Receivable (which for the avoidance of doubt, shall not exceed the Allocation Percentage of the Collections), to the extent practicable. Purchaser acknowledges and from time to time upon the request of Purchaser. If any payment is received agrees that in the Collection event of Future Receivables Transactions, Servicer in its sole discretion may elect to provide a single Payment Reconciliation in satisfaction of its obligation to provide a Payment Reconciliation under this Section 7(c) and any similar obligation in connection with a Future Receivables Transaction. No later than the Payment Due Date, Seller shall deposit to the Purchaser Account, from collections in respect of other receivables owing from Account that does not constitute a Collection Debtor to Seller or from any other funds of Seller, an amount equal to any Dilution. Collections with respect to any the Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together with interest thereon at the Discount Rate from the date of receipt Receivable shall be allocated fully to the date Purchaser. Seller shall hold funds in respect of payment to Servicer, will be forwarded Collections with respect to the applicable SellerPurchased Receivable in trust for Purchaser. Seller shall allocate any offsets, provided thatwrite-offs, if recoupments, reduction, returns, fines, penalties or other amounts are owed (but have failed to be paid when due) allowances by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the applicable CMS Monthly Plan Payment Reconciliation as Report; provided, however, that such amounts that do not reasonably relate to the Purchased Receivable, including without limitation any counterclaim, defense, offset, write-off, recoupment, reduction, return, fine, penalty or other allowances relating to a particular Purchased Receivable within five (5) Business Days of receipt thereofthe DOJ CID, such payment shall be applied allocated first to any receivables owing from Account Debtor to Seller (excluding, for the avoidance of doubt, the Purchased Receivable) before allocating such amount to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to Receivable, notwithstanding any Dispute with the alternative deduction by Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 7 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect including those adjustments related to any Dilution of the Purchased Receivables associated Receivable, deposited in the Purchaser Account or the Sweep Account with such paymentthe Purchased Receivable, which shall not be materially more burdensome than Servicer’s existing policies and procedures. Servicer shall provide to Purchaser, substantially in the form set forth in attached as Exhibit EH, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Purchaser Account since or the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserSweep Account, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions amounts, if any, with respect to the Purchased ReceivablesReceivable), and concurrently with the transfer to the Purchaser Account of any Collections Payment in respect of the Purchased Receivable, to the extent practicable. No later than the Payment Due Date, Seller shall deposit to the Purchaser Account, from time collections in respect of other receivables owing from Account Debtor to time upon the request Seller or from any other funds of PurchaserSeller, an amount equal to any Dilution. If any payment is received in the Collection Account that does not constitute a Collection Collections with respect to the Purchased Receivable shall be allocated fully to Purchaser, provided that notwithstanding the foregoing, in the event of any Event of Repurchase with respect to the Purchased Receivable, following receipt by Purchaser all Collections shall be applied in respect of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together Repurchase Price with interest thereon at the Discount Rate from the date of receipt respect to the date Purchased Receivable until such time as it is paid in full and shall take into account any amounts previously paid hereunder. Seller shall hold funds in respect of payment to Servicer, will be forwarded Collections with respect to the applicable SellerPurchased Receivable in trust for Purchaser. Seller shall allocate any offsets, provided thatwrite-offs, if recoupments, returns or other amounts are owed (but have failed to be paid when due) allowances by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the applicable CMS Monthly Plan Payment Reconciliation as relating Report; provided, however, that such amounts that do not reasonably relate to a particular the Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied allocated first to any receivables owing from Account Debtor to Seller (excluding, for the avoidance of doubt, the Purchased Receivable) before allocating such amount to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to Receivable, notwithstanding any Dispute with the alternative deduction by Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under Section 5 7 hereof, Servicer shall be responsible for identifying, matching and reconciling any payments, Dilutions, and Disputes with respect including those adjustments related to any Dilution of the Purchased Receivables associated with such paymentReceivable, deposited in the Purchaser Account or the Sweep Account, which shall not be materially more burdensome than Servicer’s existing policies and procedures. Servicer shall provide to Purchaser, substantially in the form set forth in attached as Exhibit EH, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Purchaser Account since or the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserSweep Account, together with the number of days outstanding of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions Dilution amounts, if any, with respect to the Purchased ReceivablesReceivable), and concurrently with the transfer to the Purchaser Account of any Collections Payment relating to the Purchased Receivable (which for the avoidance of doubt, shall not exceed the Allocation Percentage of the Collections), to the extent practicable. No later than the Payment Due Date, Seller shall deposit to the Purchaser Account, from time collections in respect of other receivables owing from Account Debtor to time upon the request Seller or from any other funds of PurchaserSeller, an amount equal to any Dilution. If any payment is received in the Collection Account that does not constitute a Collection Collections with respect to any the Purchased Receivable, following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased Receivables, such funds, together with interest thereon at the Discount Rate from the date of receipt Receivable shall be allocated fully to the date Purchaser. Seller shall hold funds in respect of payment to Servicer, will be forwarded Collections with respect to the applicable SellerPurchased Receivable in trust for Purchaser. Seller shall allocate any offsets, provided thatwrite-offs, if recoupments, returns or other amounts are owed (but have failed to be paid when due) allowances by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the applicable CMS Monthly Plan Payment Reconciliation as relating Report; provided, however, that such amounts that do not reasonably relate to a particular the Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied allocated first to any receivables owing from Account Debtor to Seller (excluding, for the avoidance of doubt, the Purchased Receivable) before allocating such amount to the outstanding Receivables (whether constituting Purchased Receivables or Receivables of such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to Receivable, notwithstanding any Dispute with the alternative deduction by Account Debtor.

Payment Reconciliation. Pursuant to its servicing obligations under this Section 5 6 hereof, Servicer shall be responsible for promptly identifying, matching and reconciling any payments, Dilutionsincluding those related to any Dilution of the Receivable, and Disputes deposited in the Collection Account with respect to the Purchased Receivables Receivable associated with such payment. Servicer shall provide to Purchaser, substantially in the form set forth in Exhibit ED and substance satisfactory to Purchaser, a full reconciliation (“Payment Reconciliation”) of all such payments deposited in the Collection Account since the delivery of the immediately preceding Payment Reconciliation delivered to PurchaserAccount, together with the number of days outstanding DSO values of all Purchased Receivables having Collections deposited in the Collection Account and adjustments (including Dilutions amounts, if any, with respect to the Purchased Receivables), concurrently with the transfer to the Collection Account of all Collections in respect of the Purchased Receivables and from time to time upon the request of Purchaser. If In accordance with the provisions of the Intercreditor Agreement, if at any time any payment is received delivered to or identified in the Collection Account that does not constitute a Collection with respect to any Purchased Receivable, within two (2) Business Days following receipt by Purchaser of evidence of payment details documenting that the payment is for Receivables not constituting Purchased ReceivablesReceivables which shall be done no less frequently than weekly, such fundsfunds will be forwarded to an account specified by the Seller or the Servicer. If any Collection on account of any Purchased Receivable is paid to any Person other than Purchaser (either directly by Account Debtor or from out of the Collection Account pursuant to the remaining provisions of this paragraph (c) or otherwise, such Person shall promptly pay such amount to Purchaser, together with interest thereon at the Discount Rate from for the period that is two (2) Business Days after such erroneous payment is received until the date paid to Purchaser. To the extent Purchaser has control over the Collection Account, following the occurrence of a Termination Event the Purchaser shall be obligated to remit funds that do not relate to Purchased Receivables to an account specified by the Servicer within three (3) Business Days following receipt to the date by Purchaser of evidence of payment details documenting to Servicer, will be forwarded to Purchaser’s reasonable satisfaction that the applicable Seller, provided thatpayment is for Receivables not constituting Purchased Receivables. In accordance with the provisions of the Intercreditor Agreement, if other amounts are owed (but have failed to be paid when due) by such Seller or any of its Affiliates hereunder, Purchaser may set off and/or apply such payments against any such other obligation. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified in accordance with the Payment Reconciliation as relating to a particular Purchased Receivable within five (5) Business Days of receipt thereof, such payment shall be applied first to the outstanding unpaid Receivables (whether constituting Purchased Receivables or Receivables of with respect to such Account Debtor not constituting Purchased Receivables) with the oldest scheduled payment date that are not subject to any Dispute with such Account Debtor in chronological order based on the Account Debtorrelated scheduled payment dates (beginning with the unpaid Receivable with the oldest scheduled payment date).