Common use of Payments on Receivables, Collection Accounts Clause in Contracts

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will use commercially reasonable efforts to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections and Deemed Collections received from time to time on Pool Receivables and to (ii) segregate such Collections and Deemed Collections from other property of the Servicer and the OriginatorsOriginators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account)Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the The Borrower shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Affiliate Collections, Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will use commercially reasonable efforts not, and will not permit the Servicer, any Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other fundsfunds other than Affiliate Collections. The Borrower shall only add or replace a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document:

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and Originator will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (A) if the applicable Receivables are settled through a Clearing House, to the applicable Settlement Account and (B) if the applicable Receivables are not settled through a Clearing House, to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Originator will, and will cause each Originator to, at all times, cause any Collections of Pool Receivables received in a Settlement Account to be swept within one (1) Business Day to a Collection Account pursuant to standing instructions to the Settlement Agent; provided that the Administrative Agent, upon written notice to the Buyer, may require the Buyer to establish one or more Collection Accounts at PNC and sweep all Collections received in the Settlement Accounts to such Collection Account(s) maintained at PNC. The Originator will, and will at all times, instruct all Obligors to maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower Originator shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless ; provided, that the Servicer may permit proceeds of Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables to be deposited into any Collection Account, Lock-Box Accounts so long as each of the Borrower following conditions are met: (or i) the Servicer shall, and shall cause its Subsidiaries to, maintain a system of accounting that enables it to at all times determine the amount of Collections and the amount of proceeds of Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables, in each case, on its behalfdeposit in the Collection Accounts, (ii) will the Servicer shall remove any such proceeds of Air Center Receivables, Subscriber Receivables and Restricted Non-U.S. Law Receivables from Collection Accounts within two (2) Business Days identify of receipt thereof, (iii) if proceeds of Subscriber Receivables in excess of $10,000,000 are deposited in the Collection Accounts in any calendar month, within 10 Business Days of PNC’s written request therefor, the Servicer shall direct (and transfer such funds to the appropriate Person entitled to such funds. The Borrower will use commercially reasonable efforts to cause) account debtors with respect to Subscriber Receivables to deposit the proceeds thereof in deposit accounts other than the Collection Accounts and (iv) no account debtors with respect to Air Center Receivables may be directed to deposit proceeds thereof to any Collection Account after February 28, 2024, other than account debtors who have not yet consented to the assignment of their related customer contract to the purchaser of the related business, it being understood that the applicable Originators are working in good faith pursuant to their obligations to such purchaser to obtain such consents from such account debtors. The Originator will not, and will not permit any other Person to commingle Collections or Deemed Collections or other funds to which the Buyer, the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower Each Originator (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary (i) to identify Collections and Deemed Collections received from time to time on Pool Receivables and Receivables, (ii) to segregate such Collections and Deemed Collections from other property of the Servicer Originators, (iii) to identify Affiliate Collections received from time to time and (iv) to segregate such Affiliate Collections from other property of the Originators. Each Originator shall provide such information with respect to Affiliate Collections deposited into each Collection Account as reasonably requested by the Buyer or the Administrative Agent. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account)an Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold (or cause such Originator, the Buyer or the Servicer to hold) such payments in trust for the benefit of the Administrative Agent, the Group Agents Buyer (and the other Secured Parties Administrative Agent and the Lenders as the Buyer’s assignees) and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) Originators will cause use commercially reasonable efforts to ensure that each Collection Account Bank to comply complies with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower The Originators shall use commercially reasonable efforts to not permit funds other than Collections and Deemed (i) Collections on Pool Receivables and other Collateral and (ii) Affiliate Collections, to be deposited into any Collection Account. If such any Affiliate Collections or any other funds that do not constitute Collections on Pool Receivables or Related Rights are nevertheless deposited into any Collection Account, the Borrower (or Originators will cause the Servicer on its behalf) will to, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will use commercially reasonable efforts to not, and will not permit any other Person to, commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other fundsfunds other than commingling of Affiliate Collections in any Collection Account. The Borrower Originators shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Originators shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) ), in each case, with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer Originators shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.Buyer. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if an Event of Default has occurred and is continuing or a Ratings Event has occurred:

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections and Deemed Collections received from time to time on Pool Receivables and to (ii) segregate such Collections and Deemed Collections from other property of the Servicer other Originators or other Affiliates, if any, held by such Originator; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and the Originatorsis continuing. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account), the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower Such Originator shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Affiliate Collections, Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) such Originator will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Each Originator will use commercially reasonable efforts not, and will not permit the Buyer, the Servicer, any other Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Buyer, the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other fundsfunds other than Affiliate Collections. The Borrower Each Originator will (unless otherwise agreed to in writing by the Administrative Agent in its sole discretion), in its capacity as the beneficiary (or prospective beneficiary) of an Eligible Supporting Letter of Credit, (i) pay all amounts received by it in respect of Eligible Supporting Letters of Credit issued by (or confirmed by) any Eligible Supporting Letter of Credit Provider directly to a Collection Account and (ii) instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued by (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if such Originator fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Collection Account, such Originator will, unless otherwise agreed in writing by the Administrative Agent, use commercially reasonable efforts to cause the applicable Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued by (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if such Originator fails to do so. Each Originator shall only not (and shall not cause the Buyer or the Servicer to) add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if unless the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Buyer and the Administrative Agent from the applicable Collection Account Bank. The Borrower Each Originator shall only not (and shall not cause the Buyer or the Servicer to) terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep Notwithstanding anything to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from contrary set forth in this Agreement or any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.Transaction Document:

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections and Deemed Collections received from time to time on Pool Receivables and to (ii) segregate such Collections and Deemed Collections from other property of the Servicer and the OriginatorsOriginators or other Affiliates; provided, however, that segregation of such Collections from Affiliate Collections shall not be required unless a Level 2 Ratings Event or an Event of Default has occurred and is continuing. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account)Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Affiliate Collections, Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will use commercially reasonable efforts not, and will not permit the Borrower, any Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other fundsfunds other than Affiliate Collections. The Borrower Servicer will (on behalf of the Borrower), unless otherwise agreed in writing by the Administrative Agent, instruct each Originator, in its capacity as the beneficiary (or prospective beneficiary) of an Eligible Supporting Letter of Credit, to instruct each Eligible Supporting Letter of Credit Provider to make payments in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if the applicable Originator fails to do so and, if an Eligible Supporting Letter of Credit Provider fails to so deliver payments to a Collection Account, the Servicer will, unless otherwise agreed in writing by the Administrative Agent, use all commercially reasonable efforts to cause the applicable Originator to cause such Eligible Supporting Letter of Credit Provider to deliver subsequent payments (if any) in respect of Eligible Supporting Letters of Credit issued (or confirmed by) such Eligible Supporting Letter of Credit Provider directly to a Collection Account if the applicable Originator fails to do so. The Servicer shall only add or replace a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition or replacement and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep Notwithstanding anything to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from contrary set forth in this Agreement or any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.Transaction Document:

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, instruct all Obligors to (x) deliver payments on any Government-Pay Health Care Receivables sold by it to the Sweep Account of such Originator, Collection Account or a Lock-Box and (y) deliver payments on all other Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account), the Servicer or an such Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account. The Borrower Such Originator (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower Such Originator shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Collections on (i) Pool Receivables and other Collateral to be deposited into any Collection Account and (ii) the Government-Pay Health Care Receivables originated by it to be deposited into its Sweep Account. If such funds are nevertheless deposited into any Sweep Account or Collection Account, the Borrower such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Such Originator will use commercially reasonable efforts not, and will not permit the Servicer, any Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds. The Borrower Such Originator shall only add a Sweep Account or Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition, and in the case of the addition of a Collection Account (or a related Lock-Box), an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Such Originator shall only terminate a Collection Account Bank or close a Sweep Account or Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer Such Originator shall ensure that no disbursements are made from any Sweep Account or Collection Account, other than such disbursements that are made at the direction and for the account of the BorrowerBuyer or, with respect to a Collection Account, at the direction of the Buyer.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and Such Sub-Originator will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and Such Sub-Originator will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer Servicer, the Sub-Originators and the OriginatorsOriginator. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account), the Servicer or an Originatorit, it shall hold such payments in trust for the benefit of the Buyer, Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) Such Sub-Originator will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after Such Sub-Originator shall not permit (x) at any time prior to the Closing Cease Commingling Date, the Borrower shall use commercially reasonable efforts to not permit funds other than Collections on Pool Receivables and Deemed other Collateral in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) such Sub-Originator will within two (2) Business Days the Required De-Commingling Period, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Such Sub-Originator will use commercially reasonable efforts not, and will not permit any other Person to not commingle Collections or Deemed Collections or other funds to which the SPV, Buyer, Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds. The Borrower Such Sub-Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Buyer and Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Buyer and Administrative Agent from the applicable Collection Account Bank. The Borrower Such Sub-Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer Such Sub-Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and each Sub-Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator and each Sub-Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer Servicer, the Sub-Originators and the Originators. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account)Borrower, the Servicer Servicer, a Sub-Originator or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event (x) in the case of any Collections received in the Exception Account, by the close of business on such day and (y) otherwise, within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after The Borrower shall not permit (x) at any time prior to the Closing Cease Commingling Date, the Borrower shall use commercially reasonable efforts to not permit funds other than Collections on Pool Receivables and Deemed other Collateral in an amount exceeding 5.0% of the total Collections (for the relevant Fiscal Month) to be deposited into any Collection Account and (y) at any time on and after the Cease Commingling Date, any funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days the Required De-Commingling Period, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will use commercially reasonable efforts not, and will not permit the Servicer, any Sub-Originator, any Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account)Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after becoming aware of such receipt) remit such funds into a Collection Account. The Borrower Servicer shall instruct (i) all obligors on Excluded Receivables and (ii) all payors of amounts owing to the Originators or the Servicer on its behalf) will cause their Affiliates (which do not constitute Pool Receivables or other Collateral), in each case, to remit payments with respect thereto to any bank account or other location that does not constitute a Collection Account Bank to comply with the terms of each applicable Account Control Agreementor a Lock-Box. At all times after the Closing Date, the Borrower The Servicer shall use commercially reasonable efforts to not permit ensure that no funds other than Collections and Deemed Collections on Pool Receivables and other Collateral to be are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Servicer will use commercially reasonable efforts not, and will not permit the Borrower, any Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Lender or any other Secured Party is entitled, with any other funds. The Borrower Servicer shall only add a Collection Account (or a related Lock-Box) ), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. Commencing on the date that is 30 days following the Closing Date, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) Each Originator will, on and will cause each Originator to, at all timesafter the Initial Funding Date, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) Each Originator will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originatorssuch Originator. If any payments on the Pool Receivables or other Collections or Deemed Collections are received by the Borrower (other than in a Collection Account)an Originator, the Servicer Buyer or an Originatorthe Servicer, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Agents, the Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower each Originator shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral Related Rights to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will such Originator will, within two (2) Business Days Days, identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower Originators will use commercially reasonable efforts to not, and will not permit any other Person to, commingle Collections or Deemed Collections or other funds to which the Buyer, the Administrative Agent, any Group Agent or any other Secured Party is entitled, entitled with any other funds. The Borrower Originators shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower An Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer Each Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

Payments on Receivables, Collection Accounts. The Prior to the Initial Funding Date, the Borrower (or the Servicer on its behalf) will promptly distribute any amounts deposited into the Collection Accounts with respect to Receivables owned by the Originators to accounts maintained by the Servicer or the Originators. On and after the Initial Funding Date, the Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables (other than Foreign Currency Receivables) to a Collection Account or or, solely with respect to Physical Check Obligors, to a Lock-BoxBox or directly to the Servicer or the applicable Originator. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections and Deemed Collections received from time to time on Pool Receivables and to segregate such Collections and Deemed Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables (other than Foreign Currency Receivables) or other Collections or Deemed Collections Collections, unless otherwise directed by the Administrative Agent acting at the direction of the Majority Group Agents) are received by the Borrower (other than in a Collection Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents Agents, the Lenders and the other Secured Parties and promptly (but in any event within one two (12) Business Day Days after receipt) remit such funds into a Collection Account; provided that with respect to Collections in the form of checks received from Physical Check Obligors received by the Servicer or an Originator, such Servicer or Originator shall promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf) will use commercially reasonable efforts to cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. At all times after the Closing Date, the Borrower shall use commercially reasonable efforts to not permit funds other than Collections and Deemed Collections on Pool Receivables and other Collateral to be deposited into any Collection Account, except in connection with any Permitted Commingling (and for the avoidance of doubt, only so long as, the Administrative Agent has not provided notice that Permitted Commingling is no longer allowed as set forth below). If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The At all times after the Initial Funding Date, the Borrower will use commercially reasonable efforts not, and will not permit the Servicer, any Originator or any other Person to not commingle Collections or Deemed Collections or other funds to which the Administrative Agent, any Group Agent Agent, any Lender or any other Secured Party is entitled, with any other funds, except for any Permitted Commingling. At any time upon notice from the Administrative Agent (at the direction of the Majority Group Agents), the Administrative Agent (at the direction of the Majority Group Agents) may no longer allow Permitted Commingling and, within 30 days of receipt of such notice, the Borrower shall (or shall cause the Servicer to) instruct all obligors on accounts receivable originated by Webhelp Americas LLC, Webhelp USA LLC and/or Webhelp California, Inc. to deliver payments on such accounts receivable into an account which is not a Collection Account. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower shall cause each of the Collection Accounts (other than the Master Collection Account) to sweep to the Master Collection Account on a daily basis. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.