Common use of Collection Account Arrangements Clause in Contracts

Collection Account Arrangements. (a) On the Funding Date, the Borrower shall have (i) opened in, or assigned into, its name one or more Continuing Collection Accounts with PNC Bank, National Association and (ii) either (x) with respect to any Interim Collection Accounts (if any), delivered Sweep Instructions to the applicable Collection Account Banks or (y) with respect to any Continuing Collection Accounts, (A) entered into Account Control Agreements with all related Collection Account Banks and (B) delivered a notice to each of the applicable Obligors of the Borrower’s ownership interest in the Continuing Collection Account and, in each case, delivered executed counterparts of each to the Administrative Agent. The Borrower hereby agrees the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Collateral and the Borrower hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Collateral received by the Borrower, the Servicer or an Originator thereafter shall be sent immediately to a Continuing Collection Account or as otherwise instructed by the Administrative Agent. (b) Exela shall cause to be delivered Sweep Instructions with respect to any Interim Collection Account (if any). (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, the Borrower may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information Package, in each case, along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Lender Representative and the Administrative Agent, the Lender Representative and the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Lender Representative and the Administrative Agent reasonably determine that such Information Package or Interim Report constitute a Qualifying Release Report, so long as no Amortization Event, Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent (at direction of the Lender Representative) shall promptly remit to the Borrower from the Continuing Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Continuing Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under clauses 4.01(a)(i) through 4.01(a)(vi), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Borrower Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) the Lender Representative does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day).

Collection Account Arrangements. (a) On the Funding Closing Date, the Borrower Seller shall have (i) opened in, or assigned into, its name one or more Continuing Collection Accounts with PNC Bank, National Association and (ii) either (x) with respect to any Interim Collection Accounts (if any), delivered Sweep Instructions to the applicable Collection Account Banks or (y) with respect to any Continuing Collection Accounts, (A) entered into Account Control Agreements with all related Collection Account Banks and (B) delivered a notice to each of the applicable Obligors of the Borrower’s ownership interest in the Continuing Collection Account and, in each case, delivered executed counterparts of each to the Administrative Agent. The Borrower Seller hereby agrees the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Sold Assets and Seller Collateral and the Borrower Seller hereby further agrees to take any action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Sold Assets and Seller Collateral received by the BorrowerSeller, the Servicer or an Originator thereafter shall be sent immediately to a Continuing Collection Account or as otherwise instructed by the Administrative Agent. (b) Exela shall cause to be delivered Sweep Instructions with respect to any Interim Collection Account (if any)[reserved]. (c) To access Collections during any Settlement Period in connection with any Release, on any Business Day, the Borrower Seller may cause the Initial Servicer to deliver (x) with respect to any Release that does not occur on a Settlement Date, an Interim Report and (y) with respect to any Release that occurs on a Settlement Date, the Information PackagePackage and an Interim Report, in each case, delivered no later than 10:00am (New York City time) two Business Days (or with respect to any Interim Report, one Business Day) prior to the date of such Release along with a request for a release of Collections. Upon receipt of any such Information Package or Interim Report, as applicable, by the Lender Representative and the Administrative Agent, the Lender Representative and the Administrative Agent shall promptly review such Information Package or Interim Report, as applicable, to determine if such Information Package or such Interim Report constitutes a Qualifying Release Report. In the event that the Lender Representative and the Administrative Agent reasonably determine that such Information Package or and/or Interim Report constitute a Qualifying Release Report, so long as the Seller Obligations Final Due Date has not occurred and no Amortization Event, Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, the Administrative Agent (at direction of the Lender Representative) shall promptly remit to the Borrower Seller from the Continuing Collection Account the amount requested on such Qualifying Release Report so long as the remaining Collections on deposit in the Continuing Collection Account (after giving effect to such release) exceed the amount necessary to pay the sum of (x) amounts payable under clauses Section 4.01(a)(i) through 4.01(a)(vi4.01(a)(iv), in each case, owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent) and (y) the amount of all other unpaid Borrower Seller Obligations then due and owing through the date of the immediately following Settlement Date (as reasonably estimated by the Administrative Agent). For purposes of this clause (c), “Qualifying Release Report” shall mean any Interim Report or Information Package that satisfies each of the following conditions: (A) such Interim Report or Information Package is calculated as of the immediately prior Business Day and (B) the Lender Representative Administrative Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report or Information Package are false or incorrect in any material respect (and notice of any such determination shall be provided promptly to the Servicer); provided, that a report delivered in connection with any release of amounts in excess of the purchase price then payable for Receivables then being purchased under the Second Tier Purchase and Sale Agreement shall be in the form of an Information Package or Interim Report, as applicable (with all information and calculations current as of the preceding Business Day).