Common use of Collection Account Arrangements Clause in Contracts

Collection Account Arrangements. (i) All collections of the Borrower's Receivables included in the Collateral and other proceeds of its Collateral shall be deposited in a Collection Account of the Borrower which may be subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Borrower and Agent and shall be transferred by the Borrower (1) at such frequency (but not less frequently than each Business Day) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower with the Agent or otherwise subject to a Collection Account Agreement, for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower. All collections from Account Debtors in respect of payments on the Receivables of the Borrower shall be deemed to have been received by the Borrower as the Agent's trustee and, upon the Borrower's receipt thereof, the Borrower shall transfer all such amounts in their original form (together with all necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M). (ii) Following the Collection Account Blockage Date and during the continuance of a Default giving rise thereto, all payments received by the Agent, all collections of Receivables included in the Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property of the Agent for the benefit of the Holders of Secured Obligations and will be deemed received by the Agent for application to the Obligations pursuant to the terms of this Agreement. (iii) The Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Collection Accounts, concentration accounts and depositing for collection by Agent any check or item of payment received and/or delivered, and the Borrower agrees to reimburse Agent for any amounts paid to any bank party to a Collection Account Agreement arising out of Agent's indemnification of such bank against damages incurred by the bank in the operation of a Collection Account or other payments required to be made under the Collection Account Agreement, all of which shall constitute additional Obligations hereunder and shall be secured by the Collateral.

Collection Account Arrangements. (ia) All collections of Prior to the Borrower's Receivables included in the Collateral and other proceeds of its Collateral Closing Date, each SPV Entity shall be deposited in have entered into Account Control Agreements with a Collection Account Bank, as applicable and delivered executed counterparts of each to the Borrower which may be subject to a Collection Account Agreement or pursuant to another similar arrangement for Administrative Agent. Upon the collection of such amounts established by the Borrower and Agent and shall be transferred by the Borrower (1) at such frequency (but not less frequently than each Business Day) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower with the Agent or otherwise subject to a Collection Account Agreement, for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower. All collections from Account Debtors in respect of payments on the Receivables of the Borrower shall be deemed to have been received by the Borrower as the Agent's trustee and, upon the Borrower's receipt thereof, the Borrower shall transfer all such amounts in their original form (together with all necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M). (ii) Following the Collection Account Blockage Date occurrence and during the continuance of a Potential Default giving rise theretoor Event of Default, all payments received by the Agent, all collections of Receivables included in Administrative Agent may (with the Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property consent of the Required Purchasers) and shall (upon the direction of the Required Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Holders Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Obligations and will be deemed received by Parties), (b) to have the Agent for application proceeds that are sent to the Obligations respective Collection Accounts redirected pursuant to the terms Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement; provided, that unless an Event of this Agreement. Default shall have occurred and be continuing, (iiix) The Borrower agrees the Administrative Agent shall give such SPV Entity five (5) Business Days’ prior written notice of its intention to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining take exclusive control of the Collection Accounts, concentration accounts and depositing for collection by Agent any check or item of payment received and/or delivered, and the Borrower agrees to reimburse Agent for any amounts paid Accounts before such SPV Entity’s access to any bank party to a Collection Account Agreement arising out of Agent's indemnification of shall be terminated and be available to discuss with the Servicers or their designee(s) during such bank against damages incurred by the bank five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the operation of a Collection Account or other payments required to be made under the Collection Account Agreement, all of which shall constitute additional Obligations hereunder and shall be secured swept daily (or as soon as otherwise practicable) to Cash Dominion Administration Account (or, if not yet established, such other deposit account designated by the CollateralAdministrative Agent). Each SPV Entity hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and each SPV Entity hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by any SPV Entity or the Servicers thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. Prior to giving notice exercising its rights under the Account Control Agreements, the Administrative Agent shall use reasonable efforts to arrange a call with the such SPV Entity and communicate its intent.

Collection Account Arrangements. On or prior to the Closing Date, in accordance with Section 1 of Exhibit II, (a) the Borrower shall have entered into the Blocked Account Agreement, with the related Collection Account Bank, and delivered counterparts of each such agreement to the Administrative Agent, and (b) the Originator shall have entered into each Originator Account Control Agreement, with the related Collection Account Bank, and delivered counterparts of each such agreement to the Administrative Agent. Upon the occurrence of a Stop Sales Event or Cash Trigger Event or during the existence of a Termination Event, the Administrative Agent may, or at the direction of the Required Lenders shall, at any time give notice to any Collection Account Bank (a “Notice of Exclusive Control”) that the Administrative Agent is exercising its rights under any Blocked Account Agreement or any Originator Account Control Agreement, as applicable, to do any or all of the following: (i) All collections to have the exclusive control of such Collection Accounts transferred to the Borrower's Receivables included in Administrative Agent (on behalf of itself, the Collateral Lender Agents and other the Lenders) and to exercise exclusive control over the funds deposited therein, (ii) to have the proceeds of its Collateral shall be deposited in a Collection Account (including Collections) of the Borrower which Collateral that are sent to such Collection Account be transferred to another account pursuant to the Administrative Agent’s instructions rather than deposited in such Collection Account, and (iii) to take any or all other actions permitted under any Blocked Account Agreement or any Originator Account Control Agreement, as applicable; provided that the amounts described in clause (ii) above shall continue to be applied in accordance with Section 1.4 and Section 4.7; provided that the Administrative Agent agrees to provide five (5) Business Days’ prior written notice prior to providing a Notice of Exclusive Control in connection with a Cash Trigger Event unless a Stop Sales Event has occurred or a Termination Event has occurred and is continuing. The Administrative Agent and the Lenders hereby agree that the Administrative Agent shall not deliver a notice of exclusive control or similar notice under a Blocked Account Agreement or Originator Account Control Agreement unless a Stop Sales Event or Cash Trigger Event has occurred or a Termination Event has occurred and is continuing and that, solely with respect to a Termination Event or Cash Trigger Event, at any time a notice of exclusive control or similar notice is in effect, if no Termination Event or Cash Trigger Event, as applicable, exists at such time (as determined by the Administrative Agent in its reasonable discretion), the Administrative Agent shall deliver a notice revoking such notice of exclusive control or similar notice. The Borrower hereby agrees that if the Administrative Agent, at any time, takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (on behalf of itself, the Lender Agents and the Lenders) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. The Servicer hereby agrees that if the Administrative Agent, at any time, takes any action set forth in this Section 4.3 with respect to an Originator Collection Account, the Administrative Agent shall have the exclusive right (on behalf of itself, the Lender Agents and the Lenders) to direct the proceeds (including Collections) of all Pool Receivables in such Originator Collection Account and the Servicer hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such rights. Any proceeds of Pool Receivables received by the Borrower or the Servicer (other than to a Collection Account) shall be subject sent promptly (but in any event within two (2) Business Days) to a Collection Account or, upon the occurrence of a Stop Sales Event or a Cash Trigger Event or at any time a Termination Event exists, to an account designated in writing by the Administrative Agent. Upon termination of this Agreement or pursuant to another similar arrangement for in accordance with Section 6.9, the collection of Administrative Agent shall take such amounts established actions as are reasonably requested by the Borrower or the Servicer to terminate and Agent release all of its right, title and shall be transferred by the Borrower (1) at such frequency (but not less frequently than each Business Day) as agreed to between the Agent interest in and the Borrower to a concentration account maintained by the Borrower with the Agent or otherwise subject to a Collection Account Agreement, for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms control of the applicable Blocked Accounts or any Originator Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower. All collections from Account Debtors in respect of payments on the Receivables of the Borrower shall be deemed to have been received by the Borrower Account, as the Agent's trustee and, upon the Borrower's receipt thereof, the Borrower shall transfer all such amounts in their original form (together with all necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M)applicable. (ii) Following the Collection Account Blockage Date and during the continuance of a Default giving rise thereto, all payments received by the Agent, all collections of Receivables included in the Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property of the Agent for the benefit of the Holders of Secured Obligations and will be deemed received by the Agent for application to the Obligations pursuant to the terms of this Agreement. (iii) The Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Collection Accounts, concentration accounts and depositing for collection by Agent any check or item of payment received and/or delivered, and the Borrower agrees to reimburse Agent for any amounts paid to any bank party to a Collection Account Agreement arising out of Agent's indemnification of such bank against damages incurred by the bank in the operation of a Collection Account or other payments required to be made under the Collection Account Agreement, all of which shall constitute additional Obligations hereunder and shall be secured by the Collateral.

Collection Account Arrangements. (i) All Subject to Section 6.2 (M)(iv) below, all collections of the Borrower's and Alliance's Receivables included in the Collateral and other proceeds of its Collateral shall be deposited in (a) a deposit account constituting a permitted Investment under Section 6.3(D)(v) or (b) a Collection Account of the Borrower or Alliance, as applicable, which may be is subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Borrower or Alliance, as applicable, and Agent and shall be transferred by the Borrower and Alliance (1) at such frequency (but not less frequently than each Business Dayweekly) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower and/or Alliance, as applicable, with the Agent or otherwise subject to a Collection Account Agreement, Agreement for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the BorrowerBorrower and/or Alliance and in connection with each such deposit account the Borrower and/or Alliance, as applicable, has entered into lock-box services agreements. All collections from The Borrower or Alliance shall hereafter maintain lock-box services agreements with banks which are either parties to Collection Account Agreements or with which the Borrower and/or Alliance as applicable has established deposit account sweep arrangements pursuant to which funds on deposit are transferred to a concentration account maintained by the Borrower and/or Alliance, as applicable, with the Agent or a concentration account which is the subject of a Collection Account Agreement and to which lock-boxes Account Debtors in respect of shall directly remit all payments on the Receivables of the Borrower or Alliance, as applicable. Any of the foregoing collections received by the Borrower or Alliance and not so deposited, shall be deemed to have been received by the Borrower or Alliance, as applicable, as the Agent's trustee and, upon the Borrowersuch Person's receipt thereof, the Borrower such Person shall immediately transfer all such amounts into a Collection Account of such Person in their original form (together with all necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M). (ii) Following the Collection Account Blockage Date and during the continuance of a Default giving rise thereto, all payments received by the Agent, all collections of Receivables included in the Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property of the Agent for the benefit of the Holders of Secured Obligations and will be deemed received by the Agent for application to the Obligations pursuant to the terms of this Agreement. (iii) The Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with establishing and maintaining the Collection Accounts, concentration accounts and depositing for collection by Agent any check or item of payment received and/or delivered, and the Borrower agrees to reimburse Agent for any amounts paid to any bank party to a Collection Account Agreement arising out of Agent's indemnification of such bank against damages incurred by the bank in the operation of a Collection Account or other payments required to be made under the Collection Account Agreement, all of which shall constitute additional Obligations hereunder and shall be secured by the Collateral. (iv) During the "Seller Collection Period," collections of the Borrower's "Post-Closing Accounts Receivable" may be effected through the "Lockbox" (as such terms are defined in Section 8.10 of the BLN Purchase Agreement). The Borrower shall deliver to the Agent a copy of each schedule delivered to the Borrower by BLN pursuant to Section 8.10 of the BLN Purchase Agreement, promptly upon receipt thereof by the Borrower.

Collection Account Arrangements. (ia) All collections of On or before the Borrower's Receivables included in Closing Date, the Collateral and other proceeds of its Collateral Seller shall be deposited in a Collection have entered into Account of the Borrower which may be subject to a Collection Account Agreement or pursuant to another similar arrangement for the collection of such amounts established by the Borrower and Agent and shall be transferred by the Borrower (1) at such frequency (but not less frequently than each Business Day) as agreed to between the Agent and the Borrower to a concentration account maintained by the Borrower Control Agreements with the Agent or otherwise subject to a Collection Account Agreement, for any such account not subject to a Collection Account Agreement or (2) in accordance with the terms of the applicable Collection 66 Account Agreement. Schedule 6.2(M) sets forth all of the deposit accounts currently maintained by the Borrower. All collections from Account Debtors in respect of payments on the Receivables of the Borrower shall be deemed to have been received by the Borrower as the Agent's trustee and, upon the Borrower's receipt thereof, the Borrower shall transfer all such amounts in their original form (together with all necessary endorsements) for deposit in accordance with the provisions of this Section 6.2(M). (ii) Following the Collection Account Blockage Date Banks and delivered executed counterparts of each to the Administrator. Upon the occurrence and during the continuance continuation of a Default giving rise theretoTermination Event, all payments received by the Agent, all collections of Receivables included in Administrator may (with the Collateral received by the Agent, and all proceeds of other Collateral received by the Agent, whether through payment or otherwise, will be the sole property consent of the Agent Majority Purchaser Agents) or shall (upon the direction of the Majority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator (for the benefit of the Holders Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator may elect to have exclusive control (for the benefit of Secured Obligations the Purchasers) of the proceeds (including Collections) of all Pool Receivables and will be deemed the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Agent for application Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the Obligations pursuant funds therein in excess of the unpaid amounts due to the terms Administrator, any member of this Agreementany Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder). (iiib) The Borrower agrees to pay to Agent Seller or the Servicer shall as soon as practicable (but in any event no later than December 31, 2020) cause all payments thereafter made by any Obligors on any Pool Receivables to, and all feesamounts then or thereafter on deposit in, costs and expenses which Agent incurs in connection with establishing and maintaining the a Collection AccountsAccount (or related lock-box or post office box) at MUFG Union Bank, concentration accounts and depositing for collection by Agent any check or item of payment received and/or delivered, and the Borrower agrees N.A. (as further identified on Schedule II to reimburse Agent for any amounts paid this Agreement) to any bank party be transferred to a Collection Account Agreement arising out of Agent's indemnification of such bank against damages incurred by the bank in the operation of a Collection Account (or other payments required to be made under the Collection Account Agreementrelated lock-box or post office box) at PNC Bank, all of which shall constitute additional Obligations hereunder and shall be secured by the CollateralNational Association.