Common use of Payments and Remittances Clause in Contracts

Payments and Remittances. 2.2.1 All checks, remittances, other items of payment and other Proceeds of Purchased Assets shall be property of Purchaser. All invoices evidencing Accounts owing from Customers whose Accounts are at any time purchased by Purchaser hereunder shall indicate that the Account evidenced by such invoice is payable directly and only to Client at the applicable USD Collection Accounts or CAD Collection Accounts (or, upon and after the occurrence of a Servicer Default and during its continuation, such other lockboxes or accounts as Administrative Purchaser may from time to time specify). If any checks, remittances, other items of payment or other Proceeds of Purchased Assets are received by Client, Client shall hold the same in trust for the benefit of Purchaser and will promptly deposit all such checks, remittances and other items of payment and other Proceeds of Purchased Assets into the applicable Collection Account. The Collection Accounts as of the date hereof are listed on Schedule 2.2 hereto. Proceeds and collections from Purchased Accounts that are USD Accounts shall be remitted and deposited only into Collection Accounts designated solely for collection and deposit of USD Accounts (the “USD Collection Accounts”). Proceeds and collections from Purchased Accounts that are CAD Accounts shall be remitted and deposited only into Collection Accounts designated solely for collection and deposit of CAD Accounts (the “CAD Collection Accounts”). 2.2.2 No later than thirty (30) days after the Effective Date, Client shall execute and deliver to Administrative Purchaser, in form and substance reasonably satisfactory to Administrative Purchaser, a springing account control agreement with respect to each Collection Account that is a USD Collection Account (collectively, the “USD Deposit Account Control Agreements”). No later than thirty (30) days after the Effective Date, Client shall execute and deliver to Administrative Purchaser, in form and substance reasonably satisfactory to Administrative Purchaser, a springing account control agreement with respect to each Collection Account that is a CAD Collection Account (collectively, the “CAD Deposit Account Control Agreements”). The USD Deposit Account Control Agreements and CAD Deposit Account Control Agreements are collectively referred to herein as the “Deposit Account Control Agreements”. Client shall not change (or, if Client is then acting as Servicer, permit Servicer to change) the Collection Accounts unless (a) Client shall have provided Administrative Purchaser with prior written notice as required under Section 11.3, (b) the financial institution at which such Collection Account is maintained is acceptable to Administrative Purchaser and (c) Client shall have delivered to the Administrative Purchaser a Deposit Account Control Agreement, executed by Client and such financial institution, with respect to such Collection Account. 2.2.3 Subject to the terms of the Deposit Account Control Agreements, Administrative Client is irrevocably authorized, upon and during the continuance of a Cash Dominion Trigger, to give instructions pursuant to such Deposit Account Control Agreements directing the disposition of funds (a) in the USD Collection Accounts, to Administrative Purchaser, on a daily basis, for the benefit of the Purchaser with respect to collections from Purchased Accounts purchased by such Purchaser and (b) in the CAD Collection Accounts, to Administrative Purchaser, on a daily basis, for the benefit of the Purchaser with respect to collections from Purchased Accounts purchased by such Purchaser. 2.2.4 If Purchaser or Administrative Purchaser is required to repay, refund or otherwise disgorge any payment received by Purchaser or Administrative Purchaser for an Account of a Client, and such Account is the subject of a Commercial Dispute or Repurchase Event, such Client hereby indemnifies, saves and holds harmless Purchaser and Administrative Purchaser with respect to such payment and the amount of the repayment by Purchaser or Administrative Purchaser shall be part of the Indemnified Amounts, notwithstanding any termination of this Agreement, and such amount may be charged by Administrative Purchaser to the Client Ledger Account of such Client. 2.2.5 In the event a Client at any time receives a payment from Purchaser (or from Administrative Purchaser on behalf of Purchaser) with respect to any Account to which such Client has no rights, repayment of such payment shall be part of the obligations of such Client to Purchaser, whether or not this Agreement has been terminated, and any such amounts shall be paid to Purchaser and shall be included in the Indemnified Amounts. 2.2.6 If Purchaser or Administrative Purchaser receives a duplicate payment with respect to an Account or other payment which is not identified as applicable to an outstanding Account, Purchaser or Administrative Purchaser, as applicable, will account for such payment as an open item and either return any duplicate or unidentified payment to the Customer or, in Administrative Purchaser’s reasonable discretion, apply such unidentified payment pursuant to the terms hereof upon proper identification and documentation reasonably acceptable to Administrative Purchaser.

Payments and Remittances. 2.2.1 All checks, remittances, other items of payment and other Proceeds of Purchased Assets shall be property of PurchaserWFB. All invoices evidencing Accounts owing from Customers whose Accounts are at any time purchased by Purchaser hereunder Client and Servicer shall indicate that the Account evidenced by cause to be deposited into such invoice is payable directly blocked accounts or lockboxes and only to Client at the applicable USD Collection Accounts or CAD Collection Accounts (or, upon and after the occurrence of a Servicer Default and during its continuation, such other lockboxes or related blocked accounts as Administrative Purchaser WFB may from time to time specify). If any checksspecify (collectively, remittances, other items of payment or other Proceeds of Purchased Assets are received by Client, Client shall hold the same in trust for the benefit of Purchaser and will promptly deposit all such checks, remittances and other items of payment and other Proceeds of Purchased Assets into the applicable Collection Account. The Collection Accounts as of the date hereof are listed on Schedule 2.2 hereto. Proceeds and collections from Purchased Accounts that are USD Accounts shall be remitted and deposited only into Collection Accounts designated solely for collection and deposit of USD Accounts (the “USD Collection Accounts”). , in each instance established and maintained by Client at WFB at Client’s expense, all Proceeds and collections from of Purchased Accounts that are CAD and all Proceeds of other Accounts shall be remitted and deposited only into Collection Accounts designated solely for collection and deposit of CAD Accounts (the “CAD Collection Accounts”). 2.2.2 No later than thirty (30) days after the Effective Date, due from a Purchased Customer. Client shall execute and deliver to Administrative PurchaserWFB, in form and substance reasonably satisfactory acceptable to Administrative PurchaserWFB, a springing deposit account control agreement with respect to each Collection Account that is a USD Collection Account duly executed by Client (collectively, the “USD Deposit Account Control Agreements”). No later than thirty (30) days after the Effective Date, Client shall execute and deliver to Administrative Purchaser, in form and substance reasonably satisfactory to Administrative Purchaser, a springing account control agreement with respect to each Collection Account that is a CAD Collection Account (collectively, the “CAD Deposit Account Control Agreements”). The USD Deposit Account Control Agreements and CAD Deposit Account Control Agreements are collectively referred to herein as the “Deposit Account Control Agreements”. Client shall not change (or, if Client is then acting as Servicer, permit Servicer to change) the Collection Accounts unless (a) Client shall have provided Administrative Purchaser with prior written notice as required under Section 11.3, (b) the financial institution at which such Collection Account is maintained is acceptable to Administrative Purchaser and (c) Client shall have delivered to the Administrative Purchaser a Deposit Account Control Agreement, executed by Client and such financial institution, with respect to such Collection Account. 2.2.3 Subject to the terms of the Deposit Account Control Agreements, Administrative Client WFB is irrevocably authorized, upon and during the continuance of a Cash Dominion Triggerat any time, to give instructions pursuant to such Deposit Account Control Agreements directing the disposition of funds (a) in the USD Collection AccountsAccounts to the WFB Payment Account. Without limiting the foregoing, until such time as WFB shall elect, in its discretion, to Administrative Purchasergive such instructions, Client shall remit to WFB at the WFB Payment Account, on a daily basis, all funds on deposit in or deposited into the Collection Accounts from Purchased Customers or constituting Proceeds of Accounts of Purchased Customers. Without limiting Section 2.2.5 below, amounts received by WFB in the WFB Payment Account from the Collection Accounts pursuant to such Deposit Account Control Agreements shall be credited by WFB to the Client Ledger Account on the Settlement Date and any credit balance in the Client Ledger Account, including as a result of the receipt by WFB of funds from the Collection Accounts pursuant to the Deposit Account Control Agreements, shall be remitted to or for the benefit of the Purchaser Client pursuant to Section 2.1.2 of this Agreement. 2.2.2 If Client receives any checks, remittances, other items of payment or other Proceeds of Purchased Assets or Accounts with respect to collections from which the Customer is a Purchased Accounts purchased by Customer, Client shall deposit the same into the Collection Account within two (2) Business Days of such Purchaser and (b) in the CAD Collection Accounts, to Administrative Purchaser, on a daily basis, for the benefit of the Purchaser with respect to collections from Purchased Accounts purchased by such Purchaserreceipt thereof. 2.2.4 2.2.3 If Purchaser or Administrative Purchaser WFB is required to repay, refund or otherwise disgorge any payment received by Purchaser or Administrative Purchaser WFB for an Account of a ClientAccount, and such Account is the subject of a Commercial Dispute or Repurchase Event, such Client hereby indemnifies, saves and holds WFB harmless Purchaser and Administrative Purchaser with respect to such payment and the amount of the repayment by Purchaser or Administrative Purchaser WFB shall be part of the Indemnified Amounts, notwithstanding any termination of this Agreement, and such amount may be charged by Administrative Purchaser WFB to the Client Ledger Account of such ClientAccount. 2.2.5 2.2.4 In the event a Client at any time receives a payment from Purchaser (or from Administrative Purchaser on behalf of Purchaser) WFB with respect to any Account to which such Client has no rights, repayment of such payment shall be part of the obligations of such Client to PurchaserWFB, whether or not this Agreement has been terminated, and any such amounts shall be paid to Purchaser WFB and shall be included in the Indemnified Amounts. 2.2.6 2.2.5 If Purchaser or Administrative Purchaser WFB receives a duplicate payment with respect to an Account or other payment which is not identified as applicable to an outstanding Account, Purchaser or Administrative Purchaser, as applicable, WFB will account for such payment as an open item and either and, in WFB’s discretion, WFB may return any duplicate or unidentified payment to the Customer or, in Administrative Purchaser’s reasonable discretion, or apply such unidentified payment pursuant to the terms hereof upon proper identification and documentation reasonably acceptable to Administrative PurchaserWFB.