Common use of Separation of Collateral Clause in Contracts

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the EFCH Purchaser in writing as constituting part of the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (b) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECO Purchaser as its trustee in respect of such funds and other property; provided, that the ECO Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (c) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECL Purchaser as its trustee in respect of such funds and other property; provided, that the ECL Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (d) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EPOB Purchaser as its trustee in respect of such funds and other property; provided, that the EPOB Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (e) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the EFCH-GS Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH-GS Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH-GS Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchas

Appears in 2 contracts

Sources: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X III Trustee or the OF XII IV Trustee to the EFCH Purchaser in writing as constituting part of the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased AssetsPRF III Trust Estate, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee and Oportun hereby appoint the EFCH Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer as aforesaid. (b) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X III Trustee or the OF XII IV Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased AssetsPRF III Trust Estate, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserFRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee and Oportun hereby appoint the ECO Purchaser as its trustee in respect of such funds and other property; provided, that the ECO Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer as aforesaid. (c) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X III Trustee or the OF XII IV Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased AssetsPRF III Trust Estate, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee and Oportun hereby appoint the ECL Purchaser as its trustee in respect of such funds and other property; provided, that the ECL Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer as aforesaid. (d) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X III Trustee or the OF XII IV Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EFCH-GS Purchased AssetsPRF III Trust Estate, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee and Oportun hereby appoint the EPOB Purchaser as its trustee in respect of such funds and other property; provided, that the EPOB Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS PurchaserPRF III Trustee, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer as aforesaid. (e) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH-GS Purchaser PRF III Trustee hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof PRF III Trustee and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X III Trustee or the OF XII IV Trustee to the EFCH-GS Purchaser PRF III Trustee in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee and Oportun hereby appoint the EFCH-GS Purchaser PRF III Trustee as its trustee in respect of such funds and other property; provided, that the EFCH-GS PurchaserPRF III Trustee’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII IV Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, perfect any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the EPOB-GS PurchasECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or the Servicer as aforesaid. (f) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the OF I Trustee hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by the OF I Trustee and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee or the OF IV Trustee to the OF I Trustee in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the PRF III Trust Estate, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee and Oportun hereby appoint the OF I Trustee as its trustee in respect of such funds and other property; provided, that the OF I Trustee’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or Oportun, as applicable, to perfect any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or the Servicer as aforesaid. (g) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the OF V Trustee hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF I Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by the OF V Trustee and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF I Trustee, the OF II Trustee, the OF III Trustee or the OF IV Trustee to the OF V Trustee in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the PRF III Trust Estate, the OF I Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF I Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee and Oportun hereby appoint the OF V Trustee as its trustee in respect of such funds and other property; provided, that the OF V Trustee’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF I Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or Oportun, as applicable, to perfect any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the PRF III Trustee, the OF I Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or Oportun, as applicable, therein, and to transfer such funds or other p

Appears in 1 contract

Sources: Base Indenture (Oportun Financial Corp)

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII X Trustee to the EFCH Purchaser in writing as constituting part of the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (b) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, or the OF X Trustee or the OF XII Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECO Purchaser as its trustee in respect of such funds and other property; provided, that the ECO Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (c) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, or the OF X Trustee or the OF XII Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECL Purchaser as its trustee in respect of such funds and other property; provided, that the ECL Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (d) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII X Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EPOB Purchaser as its trustee in respect of such funds and other property; provided, that the EPOB Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (e) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII X Trustee to the EFCH-GS Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH-GS Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH-GS Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS PurchasPurchaser, the EPOB2-GS Purchaser, the

Appears in 1 contract

Sources: Base Indenture (Oportun Financial Corp)

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser The Indenture Trustee hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO PurchaserConduit Agent, the ECL PurchaserSyndication Agent, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee applicable Securitization Agent or the Servicer, ACS (as applicable), to at such account or other place as such party the Conduit Agent, the Syndication Agent, the applicable Securitization Agent or ACS (as applicable) may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof Indenture Trustee and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the EFCH Purchaser Indenture Trustee in writing as not constituting part of the ECO Purchased 2000-1 Assets, the ECL Purchased 2002-1 Assets, the EPOB Purchased 2002-2 Assets, the EFCH2003-GS Purchased 1 Assets or the 2003-2 Assets but instead constituting the Conduit Assets, the ECO-GS Purchased Syndicated Loan Assets, the EPOB-GS Purchased Securitization Assets or Other Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such partythe perfection of the Conduit Agent’s, the Syndication Agent’s, the applicable Securitization Agent’s and ACS’ (as applicable) interest therein, the ECO PurchaserConduit Agent, the ECL PurchaserSyndication Agent, the EPOB Purchaserapplicable Securitization Agent and ACS each hereby appoints the Indenture Trustee as its agent in respect of such funds or other property; provided, that, the EFCH-GS PurchaserIndenture Trustee’s sole duty as such agent shall be to hold such funds and other property for the benefit of the Conduit Agent, the ECO-GS PurchaserSyndication Agent, the EPOB-GS Purchaserapplicable Securitization Agent and ACS (as applicable) and to transfer such funds or other property to or at the written direction of the Conduit Agent, the EPOB2-GS PurchaserSyndication Agent, the EF Holdco Purchaserapplicable Securitization Agent and ACS (as applicable) as aforesaid. (b) The Conduit Agent hereby agrees promptly to transfer and return to, or in accordance with the directions of, the OF V Indenture Trustee, the OF VI Syndication Agent, the applicable Securitization Agent or ACS (as applicable), at such account or other place as the Indenture Trustee, the OF VII Syndication Agent, the applicable Securitization Agent or ACS (as applicable) may instruct, any funds or other property that are received by the Conduit Agent and that are identifiable by the Conduit Agent, using reasonable efforts, as not constituting the Conduit Assets but instead constituting the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Syndicated Loan Assets, the Securitization Assets or Other Assets. For purposes of maintaining the perfection of the Indenture Trustee’s, the Syndication Agent’s, the applicable Securitization Agent’s and ACS’ (as applicable) interest therein, the Indenture Trustee, the OF VIII TrusteeSyndication Agent, the OF IX Trustee, applicable Securitization Agent and ACS each hereby appoints the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH Purchaser Conduit Agent as its trustee agent in respect of such funds and other property; provided, that that, the EFCH PurchaserConduit Agent’s sole duty as such trustee agent shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeSyndication Agent, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, applicable Securitization Agent and ACS (as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, ) and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeSyndication Agent, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer applicable Securitization Agent and ACS (as applicable) as aforesaid. (bc) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser Each Securitization Agent hereby agrees promptly to transfer and return to, or in accordance with the written direction directions of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeConduit Agent, the OF VII TrusteeSyndication Agent, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee any other Securitization Agent or the Servicer, ACS (as applicable), to at such account or other place as the Indenture Trustee, the Conduit Agent, the Syndication Agent, such party other Securitization Agent or ACS (as applicable) may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof Securitization Agent and that are identified identifiable by the ServicerSecuritization Agent, using reasonable efforts, as not constituting its Securitization Assets but instead constituting the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH2000-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased 1 Assets, the ECL Purchased 2002-1 Assets, the EPOB Purchased 2002-2 Assets, the EFCH2003-GS Purchased 1 Assets, the ECO2003-GS Purchased 2 Assets, the EPOB-GS Purchased Conduit Assets, the EPOB2-GS Purchased AssetsSecuritization Assets in which it has not been granted in interest under its applicable Securitization Documents, the EF Holdco Purchased Syndicated Loan Assets or Other Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining the perfection of the Indenture Trustee’s, the Syndication Agent’s, such partyother Securitization Agent’s, the Conduit Agent’s and ACS’ (as applicable) interest therein, the EFCH PurchaserIndenture Trustee, such other Securitization Agent, the ECL PurchaserSyndication Agent, the EPOB Purchaser, Conduit Agent and ACS each hereby appoints the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECO Purchaser Securitization Agent as its trustee agent in respect of such funds and other property; provided, that that, the ECO PurchaserSecuritization Agent’s sole duty as such trustee agent shall be to hold such funds or other property in trust for the benefit of the EFCH PurchaserIndenture Trustee, such other Securitization Agent, the ECL PurchaserSyndication Agent, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, Conduit Agent and ACS (as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, ) and to transfer such funds or other property to or at the direction of the EFCH PurchaserIndenture Trustee, such other Securitization Agent, the ECL PurchaserSyndication Agent, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer Conduit Agent and ACS (as applicable) as aforesaid. (cd) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser The Syndication Agent hereby agrees promptly to transfer and return to, or in accordance with the written direction directions of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeConduit Agent, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee applicable Securitization Agent or the Servicer, ACS (as applicable), to at such account or other place as such party the Indenture Trustee, the Conduit Agent, the applicable Securitization Agent or ACS (as applicable) may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof Syndication Agent and that are identified identifiable by the ServicerSyndication Agent, using reasonable efforts, as not constituting the EFCH Purchaser, Syndicated Loan Assets but instead constituting the ECO Purchaser, the EPOB Purchaser, the EFCH2000-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased 1 Assets, the ECO Purchased 2002-1 Assets, the EPOB Purchased 2002-2 Assets, the EFCH2003-GS Purchased 1 Assets, the ECO2003-GS Purchased 2 Assets, the EPOB-GS Purchased Securitization Assets, the EPOB2-GS Purchased Conduit Assets or Other Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such partythe perfection of the Indenture Trustee’s, the Conduit Agent’s, the applicable Securitization Agent’s or ACS’ (as applicable) interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeConduit Agent, the OF VII Trustee, applicable Securitization Agent and ACS each hereby appoints the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECL Purchaser Syndication Agent as its trustee agent in respect of such funds and other property; providedprovided that, that the ECL PurchaserSyndication Agent’s sole duty as such trustee agent shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeConduit Agent, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, such other Securitization Agent and ACS (as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, ) and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeConduit Agent, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer such other applicable Securitization Agent and ACS (as applicable) as aforesaid. (de) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser ACS hereby agrees promptly to transfer and return to, or in accordance with the written direction directions of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI TrusteeConduit Agent, the OF VII TrusteeSyndication Agent, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, applicable Securitization Agent (as applicable), to at such account or other place as such party the Indenture Trustee, the Syndication Agent or the applicable Securitization Agent (as applicable) may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof ACS and that are identified identifiable by ACS, using reasonable efforts, as not constituting Other Assets but instead constituting the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH2000-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased 1 Assets, the ECO Purchased 2002-1 Assets, the ECL Purchased 2002-2 Assets, the EFCH2003-GS Purchased 1 Assets, the ECO2003-GS Purchased 2 Assets, the EPOB-GS Purchased Conduit Assets, the EPOB2-GS Purchased Syndicated Loan Assets, or the EF Holdco Purchased Securitization Assets, the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such partythe perfection of the Indenture Trustee’s, the Conduit Agent’s and the applicable Securitization Agent’s (as applicable) interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI Trustee, Conduit Agent and the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun applicable Securitization Agent each hereby appoint the EPOB Purchaser appoints ACS as its trustee agent in respect of such funds and other property; provided, that the EPOB Purchaser’s that, ACS’ sole duty as such trustee agent shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI Trustee, Conduit Agent and the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, applicable Securitization Agent (as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, ) and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Indenture Trustee, the OF VI Trustee, Conduit Agent and the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer applicable Securitization Agent (as applicable) as aforesaid. (ef) Subject The Indenture Trustee, the Conduit Agent, the Syndication Agent, the applicable Securitization Agent and ACS each hereby acknowledges that certain related records and other files (including electronic files), documentation, software and similar assets may comprise a portion of the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Securitization Assets and/or the Other Assets. Each of the parties hereto agrees to Section 4 cooperate in good faith such that the respective interests of the Indenture Trustee, the Conduit Agent, the Syndication Agent, any Securitization Agent and solely ACS (or further assignees thereof) in such assets shall be protected and preserved, and, without limiting the obligations of the Originator, the Borrower, ACS Funding, the Issuers and Trust Depositors under the Credit Documents and the Syndicated Loan Documents, the Indenture Trustee, the Conduit Agent, the Syndication Agent, each Securitization Agent and ACS agree to permit each other reasonable access to such assets (to the extent of available funds on deposit they shall be in the Servicer Accountpossession or control of such party) as shall be necessary or desirable to manage and realize on the 2000-1 Assets, the EFCH2002-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of1 Assets, the EFCH Purchaser2002-2 Assets, the ECO Purchaser2003-1 Assets, the ECL Purchaser2003-2 Assets, the EPOB PurchaserConduit Assets, the ECO-GS PurchaserSyndicated Loan Assets, the EPOBSecuritization Assets or the Other Assets, as the case may be. Except as otherwise provided in the immediately preceding sentence, in the event that any of the 2000-GS Purchaser1 Assets, the EPOB22002-GS Purchaser1 Assets, the EF Holdco Purchaser2002-2 Assets, the OF V 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Securitization Assets or the Other Assets become commingled, then each of the Indenture Trustee, the OF VI Conduit Agent, the Syndication Agent and each Securitization Agent shall, in good faith, cooperate with each other to separate the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Securitization Assets or the Other Assets, as applicable. (g) Out of pocket costs and expenses incurred by the parties hereto to effect any separation and/or sharing (including without limitation reasonable fees and expenses of auditors and attorneys) required by this Section 2 shall be borne by ACS. The Indenture Trustee, the OF VII TrusteeConduit Agent, the OF VIII TrusteeSyndication Agent, each Securitization Agent and ACS shall not be required by this Section 2 to take any action that they or it believes, in good faith, may prejudice its ability to realize the value of, or to otherwise protect, its interests (and the interests of the parties for which it acts) in the 2000-1 Assets, the OF IX Trustee2002-1 Assets, the OF X Trustee2002-2 Assets, the OF XII Trustee 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Securitization Assets or the ServicerOther Assets, respectively; provided, that, nothing in this sentence shall relieve the Borrower, the Originator, ACS Funding, the Issuers and the Trust Depositors of their respective obligations hereunder or under the Credit Documents and the Syndicated Loan Documents, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee with respect to the EFCH2000-GS Purchaser in writing as constituting part of the EFCH Purchased 1 Assets, the ECO Purchased 2002-1 Assets, the ECL Purchased 2002-2 Assets, the EPOB Purchased 2003-1 Assets, the ECO2003-GS Purchased 2 Assets, the EPOB-GS Purchased Conduit Assets, the EPOB2-GS Purchased Assets, Syndicated Loan Assets or the EF Holdco Purchased Assets, Securitization Assets notwithstanding any effect thereof on the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate Other Assets or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH-GS Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH-GS Purchaser’s sole duty as such trustee shall be to hold such funds ACS’ rights or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee interests therein or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchasthereto.

Appears in 1 contract

Sources: Intercreditor and Lockbox Administration Agreement (American Capital Strategies LTD)

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII VIII Trustee to the EFCH Purchaser in writing as constituting part of the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (b) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII VIII Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECO Purchaser as its trustee in respect of such funds and other property; provided, that the ECO Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (c) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII VIII Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECL Purchaser as its trustee in respect of such funds and other property; provided, that the ECL Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (d) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII VIII Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EPOB Purchaser as its trustee in respect of such funds and other property; provided, that the EPOB Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (e) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII VIII Trustee to the EFCH-GS Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH-GS Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH-GS Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS PurchasPurchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee or the Servicer as aforesaid. (f) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee

Appears in 1 contract

Sources: Base Indenture (Oportun Financial Corp)

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee or the OF XII VII Trustee to the EFCH Purchaser in writing as constituting part of the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (b) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee or the OF XII VII Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECO Purchaser as its trustee in respect of such funds and other property; provided, that the ECO Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (c) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee or the OF XII VII Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the ECL Purchaser as its trustee in respect of such funds and other property; provided, that the ECL Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (d) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee or the OF XII VII Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EPOB Purchaser as its trustee in respect of such funds and other property; provided, that the EPOB Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer as aforesaid. (e) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee or the OF XII VII Trustee to the EFCH-GS Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased Assets, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee and Oportun hereby appoint the EFCH-GS Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH-GS Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee, the OF XII Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS PurchasPurchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee or the Servicer as aforesaid. (f) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the EF Holdco Purchaser, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trust

Appears in 1 contract

Sources: Base Indenture (Oportun Financial Corp)

Separation of Collateral. (a) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH Purchaser or any affiliate thereof and that are identified by the Servicer, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee or the OF XII VI Trustee to the EFCH Purchaser in writing as constituting part of the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII IV Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII VI Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee and Oportun hereby appoint the EFCH Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer as aforesaid. (b) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee or the OF XII VI Trustee to the ECO Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII IV Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII VI Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee and Oportun hereby appoint the ECO Purchaser as its trustee in respect of such funds and other property; provided, that the ECO Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer as aforesaid. (c) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECL Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECL Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee or the OF XII VI Trustee to the ECL Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the ECO-ECO- GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII IV Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII VI Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee and Oportun hereby appoint the ECL Purchaser as its trustee in respect of such funds and other property; provided, that the ECL Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, ECO Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer as aforesaid. (d) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EPOB Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EPOB Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee or the OF XII VI Trustee to the EPOB Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EFCH-GS Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII IV Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII VI Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee and Oportun hereby appoint the EPOB Purchaser as its trustee in respect of such funds and other property; provided, that the EPOB Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer as aforesaid. (e) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the EFCH-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the EFCH-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee or the OF XII VI Trustee to the EFCH-GS Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the ECO-GS Purchased Assets, the EPOB-GS Purchased Assets, the EPOB2-GS Purchased Assets, the EF Holdco Purchased AssetsOF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII IV Trust Estate, the OF IX Trust Estate, the OF X Trust Estate, the OF XII VI Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee and Oportun hereby appoint the EFCH-GS Purchaser as its trustee in respect of such funds and other property; provided, that the EFCH-GS Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser, the EF Holdco PurchaserOF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X Trustee, the OF XII VI Trustee or Oportun, as applicable, to perfect, but solely at Oportun’s expense, any ownership or security interest of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS PurchasPurchaser, the OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee or Oportun, as applicable, therein, and to transfer such funds or other property to or at the direction of the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee or the Servicer as aforesaid. (f) Subject to Section 4 and solely to the extent of available funds on deposit in the Servicer Account, the ECO-GS Purchaser hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee or the Servicer, as applicable, to such account or other place as such party may so instruct, any funds or other property that are received by or on behalf of the ECO-GS Purchaser or any affiliate thereof and that are identified by the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee or the OF VI Trustee to the ECO-GS Purchaser in writing as constituting part of the EFCH Purchased Assets, the ECO Purchased Assets, the ECL Purchased Assets, the EPOB Purchased Assets, the EFCH-GS Purchased Assets, the EPOB-GS Purchased Assets, the OF I Trust Estate, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate or (in the case of the Initial Servicer only) Oportun Assets, as applicable. For purposes of maintaining such party’s interest therein, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the EPOB-GS Purchaser, the OF I Trustee, the OF V Trustee, the OF II Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee and Oportun hereby appoint the ECO-GS Purchaser as its trustee in respect of such funds and other property; provided, that the ECO-GS Purchaser’s sole duty as such trustee shall be to hold such funds or other property in trust for the benefit of the EFCH Purchaser,

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Sources: Base Indenture (Oportun Financial Corp)