Common use of ACCOUNTS AND COLLECTIONS Clause in Contracts

ACCOUNTS AND COLLECTIONS. (a) All Obligors shall be instructed to cause all Collections of the Receivables to be either (i) mailed directly to a Lockbox with a Qualified Bank which has entered into a Lockbox Agreement governing such Lockbox and the related Lockbox Account (which shall be a separate and segregated account) or (ii) electronically transferred to a Lockbox Account or the Collection Account. If CPFC or the Servicer receives any Collections on the Receivables, it shall hold such Collections in trust for the Buyers in respect of the Purchased Interest. All Lockbox Accounts shall be swept daily into (and as soon as possible, but in any event not later than two Business Days after receipt of any Collections on the Receivables by CPFC or the Servicer other than through a Lockbox Account, such Collections shall be deposited in) a single collection account (the "Collection Account") to be at all times maintained with a Qualified Bank which has entered into a Collection Account Agreement (the "Collection Account Agreement") (which shall be substantially in the form of Exhibit F-2 hereto which has been executed and delivered to the Collateral Agent; PROVIDED that if such Qualified Bank's certificates of deposit are not at the time rated A-1+ by S&P the Collection Account shall be a corporate trust account at such Qualified Bank. Each Lockbox Account and the Collection Account shall be in the names of CPFC and the Collateral Agent, and the funds deposited in each such Account shall consist solely of Collections on the Receivables and shall not be commingled with any other funds of CPFC or the Servicer or any other Person. Any funds in a Lockbox Account or the Collection Account which are not held as a deposit in such account but are invested shall be invested in Cash Collateral Account Investments. The location of each Lockbox and the number and location of each Lockbox Account and the Collection Account on the Closing Date is set forth on Schedule 1 hereto and such locations and account numbers shall not be changed, and no new Lockbox or Lockbox Account shall be added, without 30 days' prior written notice to the Collateral Agent. (b) At all times during the term of this Agreement the Collateral Agent shall maintain an account in its name, on behalf of the Buyers, and under its control 42

ACCOUNTS AND COLLECTIONS. (a) All Obligors shall be instructed to cause all Collections on account of the Purchased Receivables to be either (i) mailed directly to a Lockbox with a Qualified Bank which has entered into a Lockbox Agreement governing such Lockbox and the related Lockbox Account (which shall be a separate and segregated account) or (ii) electronically transferred to a Lockbox Account or the Collection Account). If CPFC NSFC or the Servicer receives any Collections on the Purchased Receivables, it shall hold such Collections in trust intrust for the Buyers in respect of the Purchased Interest. All Lockbox Accounts shall be swept daily into (and as soon as possible, but in any event not later than two Business Days after receipt of any Collections on the Purchased Receivables by CPFC NSFC or the Servicer other than through a Lockbox Account, such Collections shall be deposited ininto) a single collection account (the "Collection Account") to be at all times maintained with a Qualified Bank which has entered into a Collection Account Lockbox Agreement (appropriately modified for the "Collection Account Agreement"Account) (which shall be substantially in the form of Exhibit F-2 hereto which has been executed and delivered to the Collateral Agent; PROVIDED provided that if such Qualified Bank's certificates of deposit are not at the time rated A-1+ by S&P the Collection Account shall be a corporate trust account at such Qualified Bank. Each Lockbox Account and the Collection Account shall be in the names of CPFC NSFC and the Collateral Agent, and the funds deposited in each such Account shall consist solely of Collections on the Purchased Receivables and shall not be commingled with any other funds of CPFC NSFC or the Servicer or any other Person. Any funds in a Lockbox Account or the Collection Account which are not held as a deposit in such account but are invested shall be invested in Cash Collateral Account Investments. The location of each Lockbox and the number and location of each Lockbox Account and the Collection Account on the Closing Date is set forth on Schedule 1 2 hereto and such locations and account numbers shall not be changed, and no new Lockbox or Lockbox Account shall be added, without 30 days' prior written notice to the Collateral Agent. (b) At all times during the term of this Agreement the Collateral Agent shall maintain an account in its name, on behalf of the Buyers, and under its control 42(the "Cash Collateral Account") for the deposit of all amounts to be deposited in such account hereunder; provided that if the Collateral Agent's certificates of deposit are not at the time rated A-1+ by S&P the Collection Account shall be a corporate trust account at the Collateral Agent. The Collateral Agent shall allocate amounts in the Cash Collateral Account to the Yield Reserve Requirement, Yield, Fees and Aggregate Net Investment for purposes of Sections 2.05 and 2.06. (c) Amounts on deposit in the Cash Collateral Account shall be invested from time to time in Cash Collateral Account Investments selected by the Collateral Agent. Interest or other earnings on Cash Collateral Account Investments in the Cash Collateral Account shall be credited to such account and, on each Settlement Date prior to the Termination Date shall (provided no Termination Event and no Potential Termination Event has occurred and is then continuing) be paid to NSFC and shall, commencing on the Termination Date, be applied in accordance with Section 2.06. The Collateral Agent shall have no liability in respect of the Cash Collateral Account Investments or any returns or losses thereon.