Common use of Payments on Receivables, Lock-Box Accounts Clause in Contracts

Payments on Receivables, Lock-Box Accounts. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, except as otherwise contemplated by the Receivables Financing Agreement instruct all Obligors (or their Paying Agents or Managed Service Provider) to deliver payments on the Pool Receivables (originated by such Originator) to a Lock-Box Account. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables originated by such Originator and to segregate such Collections from other property of the Servicer, the Sub-Servicers, the Paying Agents, the Managed Service Providers and the other Originators. If any payments on such Pool Receivables or other Collections are received by such Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock- Box Account. Such Originator shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator (or the Servicer or Sub-Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. Such Originator will not, and will not permit the Servicer, any Sub-Servicer, any Paying Agent, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent or any other Secured Party is entitled with any other funds.

Payments on Receivables, Lock-Box Accounts. Such Originator (or the The Servicer or a Sub-Servicer on its behalf) will, will at all times, except as otherwise contemplated by the Receivables Financing Agreement instruct all Obligors (or their Paying Agents or Managed Service Provider) to deliver payments on the Pool Receivables (originated by such Originatori) with respect to Subject Receivables, to an Approved Settlement Account and (ii) with respect to any other Receivable, to a Lock-Box Account or a Lock-Box. The Servicer shall, and shall cause each Originator to, remit all Collections received in an Approved Settlement Account to a Lock-Box Account no later than five (5) Business Days (or (x) in the case of Collections received in the Exception Account maintained at KeyBank, N.A., six (6) Business Days and (y) in the case of Receivables due and payable on the day of origination, thirty-one (31) calendar days) following receipt thereof. Following the occurrence of an Event of Default, upon the request of the Administrative Agent, the Servicer shall cause the Administrative Agent to receive read-only access to each Approved Settlement Account or, if read-only access is not available for any Collection Account, daily account statements with respect to such Approved Settlement Account. Such Originator (or the The Servicer or a Sub-Servicer on its behalf) will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables originated by such Originator and to segregate such Collections from other property of the Servicer, the Sub-Servicers, the Paying Agents, the Managed Service Providers Servicer and the other Originators. If any payments on such the Pool Receivables or other Collections are received by such the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders 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 Lock- Lock-Box Account. Such Originator The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator (or the Servicer or Sub-Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. Such Originator Subject to Section 4.01(a), the Servicer will not, and will not permit the ServicerBorrower, any Sub-Servicer, any Paying Agent, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled entitled, with any other fundsfunds provided, however, that Collections relating to Subject Receivables may be commingled in an Approved Settlement Account with other funds until required to be remitted to a Lock-Box Account in accordance with this Agreement; provided, however, that any such commingling shall not derogate from the Servicer’s indemnification obligations with respect to commingling pursuant to Section 13.01. The Servicer shall only add a Lock-Box Account (or a related Lock-Box), or a Lock-Box 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 a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Lock-Box Bank. The Servicer shall only add an Approved Settlement Account or Settlement Account Bank to those listed on Schedule III to this Agreement, if the Administrative Agent has received notice of such addition. The Servicer shall only terminate a Lock-Box Bank or a Settlement Account Bank or close a Lock-Box Account (or a related Lock-Box) or Approved Settlement Account, in each case, with the prior written consent of the Administrative Agent.

Payments on Receivables, Lock-Box Accounts. Such Originator The Borrower (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, except as otherwise contemplated by the Receivables Financing Agreement instruct all Obligors (or their Paying Agents or Managed Service Provider) to deliver payments on the Pool Receivables (originated by such Originator) to a Lock-Box AccountAccount or a Lock-Box. Such Originator The Borrower (or the Servicer or a Sub-Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables originated by such Originator and to Receivables, (ii) segregate such Collections from other property of the Servicer, the Sub-Servicers, the Paying Agents, the Managed Service Providers Servicer and the Originators, (iii) identify Subject Collections received from time to time and (iv) segregate such Subject Collections from other property of the Servicer and the Originators. The Borrower (or the Servicer on its behalf) shall provide such information with respect to Subject Collections deposited into each Lock-Box Account (and any related Lock-Box) as reasonably requested by the Administrative Agent. If any payments on such the Pool Receivables or other Collections are received by such the Borrower (other than into a Lock-Box Account), the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders Agent 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 Lock- Lock-Box Account. Such Originator The Borrower (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. The Borrower shall not permit funds other than (i) Collections on Pool Receivables and Receivables, (ii) other Collateral and (iii) Subject Collections, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator the Borrower (or the Servicer or Sub-Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. Such Originator The Borrower will not, and will not permit the Servicer, any Sub-Servicer, any Paying Agent, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent or any other Secured Party is entitled entitled, with any other funds.funds (other than Subject Collections). The Borrower shall only add a Lock-Box Account (or a related Lock-Box) or a Lock-Box 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 a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Lock-Box Bank. The Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or a related Lock-Box) with prior written notice to the Administrative Agent. Notwithstanding anything to the contrary set forth above, if an Event of Default or Ratings Event has occurred and is continuing:

Payments on Receivables, Lock-Box Accounts. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, times (except as otherwise contemplated by the Receivables Financing Agreement Agreement), instruct all Obligors (or their Paying Agents or Managed Service Provider) to deliver payments on the Pool Receivables (originated by such Originator) to a Lock-Box AccountAccount or a Lock-Box. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables originated by such Originator and to segregate such Collections from other property of the Servicer, the Sub-Servicers, the Paying Agents, the Managed Service Providers and the other Originators. If any payments on such Pool Receivables or other Collections are received by such Originator, it shall hold such payments as mandatary (in trust trust) for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Lock- Lock-Box Account. Such Originator shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator (or the Servicer or Sub-Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. Such Originator will not, and will not permit the Servicer, any Sub-Servicer, any Paying Agent, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent or any other Secured Party is entitled with any other funds.

Payments on Receivables, Lock-Box Accounts. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, except as otherwise contemplated by the Receivables Financing Agreement instruct all Obligors (or their Paying Agents or Managed Service Provider) to deliver payments on the Pool Receivables (originated by such Originator) to a Lock-Box AccountAccount or a Lock-Box. Such Originator (or the Servicer or a Sub-Servicer on its behalf) will, at all times, maintain such books and records necessary to (i) identify Collections received from time to time on Pool Receivables originated by such Originator and to Receivables, (ii) segregate such Collections from other property of the ServicerServicer and the other Originators, (iii) identify Subject Collections received from time to time and (iv) segregate such Subject Collections from other property of the Sub-Servicers, the Paying Agents, the Managed Service Providers Servicer and the other Originators. Such Originator (or the Servicer on its behalf) shall provide such information with respect to Subject Collections deposited into each Lock-Box Account (and any related Lock-Box) as reasonably requested by the Buyer or the Administrative Agent. If any payments on such the Pool Receivables or other Collections are received by such OriginatorOriginator (other than into a Lock-Box Account), it shall hold such payments in trust for the benefit of the Buyer, the Administrative Agent, the Lenders Agent 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 Lock- Lock-Box Account. Such Originator (or the Servicer on its behalf) will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement. Such Originator shall not permit funds other than (i) Collections on Pool Receivables and Receivables, (ii) other Collateral and (iii) Subject Collections, to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, such Originator (or the Servicer or Sub-Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. Such Originator will not, and will not permit the Servicer, any Sub-Servicer, any Paying Agent, any other Originator or any other Person to commingle Collections or other funds to which the Administrative Agent or any other Secured Party is entitled entitled, with any other funds.funds (other than Subject Collections). Such Originator shall only add a Lock-Box Account (or a related Lock-Box) or a Lock-Box Bank to those listed in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Lock-Box Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Lock-Box Bank. Such Originator shall only terminate a Lock-Box Bank or close a Lock-Box Account (or a related Lock-Box) with prior written notice to the Administrative Agent. Notwithstanding anything to the contrary set forth above, if an Event of Default or Ratings Event has occurred and is continuing: