Common use of Unreinvested Collections Clause in Contracts

Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Master Servicer shall set aside and hold in trust for the benefit of Administrative Agent on behalf of the applicable Affected Parties, all Collections which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related Assets; provided, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of its Subsidiaries; it being understood that Administrative Agent, on behalf of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative Agent or any Purchaser Agent has requested that Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination. If, prior to the date when such Collections are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected Parties, pursuant to Section 1.3(c), the amount of Collections so set aside exceeds the amount, if any, necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero (in each case, at such time), and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (d) of Section 5.2 are satisfied, then Master Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a Reinvestment.

Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Master Servicer shall set aside and hold in trust for the benefit of Administrative Agent on behalf of the applicable Affected Parties, all Collections which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related Assets; provided, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of its Subsidiaries; it being understood that Administrative Agent, on behalf of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative Agent or any Purchaser Agent has requested that Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination. If, prior to the date when such Collections are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected Parties, pursuant to Section 1.3(c), the amount of Collections so set aside exceeds the amount, if any, necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero (in each case, at such time), and the conditions precedent to Reinvestment set forth in clauses (a), (b), (d) and (de) of Section 5.2 are satisfied, then Master Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a Reinvestment.

Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Master the Servicer shall in respect of each Receivable Pool set aside and hold in trust for the benefit of Administrative Collateral Agent on behalf of the applicable Affected Partieseach Purchaser Group, all Collections in respect of the Pool Deficiency Amount relating to such Receivable Pool which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related AssetsAssets or applied as RPA Deferred Purchase Price in respect of such Receivable Pool; provided, thatthat the Servicer may in respect of any Receivable Pool commingle such Collections with its own funds, so long as Master the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required relating to hold Collections that have been so set aside in a separate deposit account containing only each such Collections, and may commingle such Collections with its own funds and funds of its SubsidiariesReceivable Pool; it being understood that the Collateral Agent and the Administrative Agent, on behalf of the Affected PartiesPurchaser Groups, shall have a claim against Master the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) ), or 3.1(c3.1(d) (which claims shall be full recourse to Master the Servicer) in an amount equal to the amount of such Collections that have not been set aside but or that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative the Collateral Agent or any Purchaser the Administrative Agent has requested that Master the Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence continuance of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Specified Unmatured Event, Event of Termination, Collection Control Event, or Non-Reinvestment Event. If, prior to the date when such Collections in respect of a Receivable Pool are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected PartiesAgents, pursuant to Section 1.3(c), the amount of such Collections so set aside in respect of a Receivable Pool exceeds the amount, if any, necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and Pool Hold-back Amount plus the Required Reserves to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment Pool Deficiency Amount in respect of all Exiting Purchasers to zero (in each case, at such time), Receivable Pool and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (db) of Section 5.2 are satisfiedsatisfied and Reinvestments in respect of such Receivable Pool are permitted in accordance with Section 3.2(e), then Master the Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a ReinvestmentReinvestment in respect of such Receivable Pool or otherwise to the payment of RPA Deferred Purchase Price in respect of such Receivable Pool.

Unreinvested Collections. Subject to Sections 1.3(a)(iiSection 1.3(a)(iii) and Section 3.1(c)(iv), Master Servicer shall set aside and hold in trust for the benefit of Administrative Agent on behalf of Agent, Purchasers (including any Exiting Purchasers), the applicable Affected PartiesLOC Issuer and any other Secured Party, as applicable, all Collections which, pursuant to clause (iiiii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related Assets; provided, that, unless Agent or any Purchaser Agent shall request it to do so in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, and so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of its Subsidiariesfunds; it being understood that Administrative Agent, on behalf of each Purchaser and the Affected other Secured Parties, shall have a claim against Master Servicer to make payments pursuant to Sections Section 1.3(c), 3.1(b) or Section 3.1(c) (which claims claim shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but and that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative Agent or any Purchaser Agent has requested that Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination. If, prior to the date when such Collections are required to be paid to the applicable Purchaser Agents for Purchasers and, if applicable, the benefit of the applicable Affected other Secured Parties, pursuant to Section 1.3(c), the amount of Collections so set aside exceeds the amount, if any, necessary to reduce reduce, as applicable, (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Pool Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero (in each case, at such time), and (iii) any Exiting Purchaser’s Investment to zero, in each case subject to and as provided in Section 1.3(a)(iii) and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (d) of Section 5.2 are satisfiedsatisfied and Reinvestments are permitted in accordance with Section 3.2(c), then Master Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a Reinvestment.

Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Master the Servicer shall in respect of each Receivable Pool set aside and hold in trust for the benefit of applicable Administrative Agent on behalf of the applicable Affected Partieseach Purchaser Group, all Collections in respect of the Pool Deficiency Amount relating to such Receivable Pool which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related AssetsAssets or applied as RPA Deferred Purchase Price in respect of such Receivable Pool; provided, thatthat the Servicer may in respect of any Receivable Pool commingle such Collections with its own funds, so long as Master the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required relating to hold Collections that have been so set aside in a separate deposit account containing only each such Collections, and may commingle such Collections with its own funds and funds of its SubsidiariesReceivable Pool; it being understood that the Collateral Agent and the applicable Administrative Agent, on behalf of the Affected PartiesPurchaser Groups, shall have a claim against Master the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c3.1(d) (which claims shall be full recourse to Master the Servicer) in an amount equal to the amount of such Collections that have not been set aside but or that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative the Collateral Agent or any Purchaser Administrative Agent has requested that Master the Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence continuance of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Specified Unmatured Event, Event of Termination, Collection Control Event or Non-Reinvestment Event. If, prior to the date when such Collections in respect of a Receivable Pool are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected PartiesAgents, pursuant to Section 1.3(c), the amount of such Collections so set aside in respect of a Receivable Pool exceeds the amount, if any, necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and Pool Hold-back Amount plus the Required Reserves to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment Pool Deficiency Amount in respect of all Exiting Purchasers to zero (in each case, at such time), Receivable Pool and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (db) of Section 5.2 are satisfiedsatisfied and Reinvestments in respect of such Receivable Pool are permitted in accordance with Section 3.2(d), then Master the Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a ReinvestmentReinvestment in respect of such Receivable Pool or otherwise to the payment of RPA Deferred Purchase Price in respect of such Receivable Pool.

Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Master the Servicer shall in respect of each Receivable Pool set aside and hold in trust for the benefit of applicable Administrative Agent on behalf of the applicable Affected Partieseach Purchaser Group, all Collections in respect of the Pool Deficiency Amount relating to such Receivable Pool which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related AssetsAssets or applied as RPA Deferred Purchase Price in respect of such Receivable Pool; provided, thatthat the Servicer may in respect of any Receivable Pool commingle such Collections with its own funds, so long as Master the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required relating to hold Collections that have been so set aside in a separate deposit account containing only each such Collections, and may commingle such Collections with its own funds and funds of its SubsidiariesReceivable Pool; it being understood that the Collateral Agent and the applicable Administrative Agent, on behalf of the Affected PartiesPurchaser Groups, shall have a claim against Master the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c3.1(d) (which claims shall be full recourse to Master the Servicer) in an amount equal to the amount of such Collections that have not been set aside but or that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative the Collateral Agent or any Purchaser Administrative Agent has requested that Master the Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence continuance of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Specified Unmatured Event, Event of Termination, Collection Control Event or Non-Reinvestment Event. If, prior to the date when such Collections in respect of a Receivable Pool are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected PartiesAgents, pursuant to Section 1.3(c), the amount of such Collections so set aside in respect of a Receivable Pool exceeds the amount, if any, necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and Pool Hold-back Amount plus the Required Reserves to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment Pool Deficiency Amount in respect of all Exiting Purchasers to zero (in each case, at such time), Receivable Pool and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (db) of Section 5.2 are satisfiedsatisfied and Reinvestments in respect of such Receivable Pool are permitted in accordance with Section 3.2(de), then Master the Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a ReinvestmentReinvestment in respect of such Receivable Pool or otherwise to the payment of RPA Deferred Purchase Price in respect of such Receivable Pool.

Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Master the Servicer shall in respect of each Receivable Pool set aside and hold in trust for the benefit of applicable Administrative Agent on behalf of the applicable Affected Partieseach Purchaser Group, all Collections in respect of the Pool Deficiency Amount relating to such Receivable Pool which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Receivables and Related AssetsAssets or applied as RPA Deferred Purchase Price in respect of such Receivable Pool; provided, thatthat the Servicer may in respect of any Receivable Pool commingle such Collections with its own funds, so long as Master the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required relating to hold Collections that have been so set aside in a separate deposit account containing only each such Collections, and may commingle such Collections with its own funds and funds of its SubsidiariesReceivable Pool; it being understood that the Collateral Agent and the applicable Administrative Agent, on behalf of the Affected PartiesPurchaser Groups, shall have a claim against Master the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c3.1(d) (which claims shall be full recourse to Master the Servicer) in an amount equal to the amount of such Collections that have not been set aside but or that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if Administrative the Collateral Agent or any Purchaser Administrative Agent has requested that Master the Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence continuance of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Specified Unmatured Event, Event of Termination, Collection Control Event or Non-Reinvestment Event. If, prior to the date when such Collections in respect of a Receivable Pool are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected PartiesAgents, pursuant to Section 1.3(c), the amount of such Collections so set aside in respect of a Receivable Pool exceeds the amount, if any, necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and Pool Hold-back Amount plus the Required Reserves to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment Pool Deficiency Amount in respect of all Exiting Purchasers to zero (in each case, at such time), Receivable Pool and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (db) of Section 5.2 are satisfiedsatisfied and Reinvestments in respect of such Receivable Pool are permitted in accordance with Section 3.2(e), then Master the Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a ReinvestmentReinvestment in respect of such Receivable Pool or otherwise to the payment of RPA Deferred Purchase Price in respect of such Receivable Pool.