Common use of Controlled Accounts Clause in Contracts

Controlled Accounts. (a) The Borrower has established and shall maintain cash management systems reasonably acceptable to the Facility Agent, including, without limitation, with respect to blocked account arrangements. Other than the Controlled Accounts or any accounts established in connection with Collections in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, the Borrower shall not establish or maintain any deposit account and the Borrower shall not, and shall cause the Servicer to not deposit Collections or proceeds thereof (other than Collections or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account which is not a Controlled Account. The Servicer shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basis. All Collections that are proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured Parties. (b) On or prior to the Original Closing Date, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused to be established and shall thereafter cause to be maintained, (i) the Spread Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that each such account shall be subject to a Blocked Account Agreement and shall each bear a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In the event that the bank at which any of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with the Seller or the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory to the Directing Agent and establish a new Blocked Account Agreement with respect to the affected account within 14 days, provided, however, that no such replacement shall be effective until such time as a replacement Blocked Account Agreement is in effect.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has Company caused to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In the event that the bank at which any of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with the Seller or the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants Lenders and agrees that it shall replace such bank with a new bank satisfactory subject to the Directing Agent and establish a new Blocked applicable Securities Account Control Agreement with respect to the affected account within 14 days, provided, however, that no such replacement shall be effective until such time as a replacement Blocked Account Agreement is in effect.and

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the Controlled Accounts or any accounts established in connection with Collections in respect "Funding Account") maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Datedate hereof, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the "Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that " in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Lenders and subject to the event that applicable Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the "Lockbox Account" as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Agent and establish a new Blocked Lockbox Account Control Agreement. The Lockbox Account Control Agreement with respect to will provide that all funds in the affected account within 14 days, provided, however, that no such replacement shall Lockbox Account will be effective until such time as a replacement Blocked Account Agreement is in effectswept daily into the Collection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Lenders and subject to the event that applicable Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to terminate a Blocked each Lockbox Account Control Agreement. Each Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or its banking relationship with such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Seller or the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory to the Directing Administrative Agent and establish a new Blocked the Company) in the Lockbox Account Agreement with respect to will be swept daily into the affected account within 14 days, provided, however, that no such replacement shall be effective until such time as a replacement Blocked Account Agreement is in effectCollection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the Controlled Accounts or any accounts established in connection with Collections in respect "Funding Account") maintained at the Paying Agent into which proceeds of any Loan Assets that Notes may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Purchasers for application to the Obligations or any other amount due under any other Funding Document as set forth in this Agreement. (b) On or prior to the Original Closing Datedate hereof, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the "Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that " in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Purchasers and subject to the event that applicable Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the "Lockbox Account" as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Agent and establish a new Blocked Lockbox Account Control Agreement. The Lockbox Account Control Agreement with respect to will provide that all funds in the affected account within 14 days, provided, however, that no such replacement shall Lockbox Account will be effective until such time as a replacement Blocked Account Agreement is in effectswept daily into the Collection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (a) (b) On or prior to the Original Closing Date, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Lenders and subject to the event that applicable Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and establish a new Blocked the Company) in the Lockbox Account Agreement with respect to will be swept daily into the affected account within 14 days, provided, however, that no such replacement shall be effective until such time as a replacement Blocked Account Agreement is in effectCollection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has Company caused to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Lenders and subject to the event that applicable Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Agent and establish a new Blocked Lockbox Account Control Agreement. The Lockbox Account Control Agreement with respect to will provide that all funds in the affected account within 14 days, provided, however, that no such replacement shall Lockbox Account will be effective until such time as a replacement Blocked Account Agreement is in effect.swept daily into the Collection Account. EAST\142259790.4 45

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-recurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Datedate hereof, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of the Collateral Agent designated as the “Collection Account, (ii) the Reserve Account ” and (iii) the Waterfall Account; provided that each such account shall be subject to a Blocked Account Agreement and shall each bear bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Parties and subject to the event that Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Agent and establish a new Blocked Lockbox Account Control Agreement. The Lockbox Account Control Agreement with respect to will provide that all funds in the affected account within 14 days, provided, however, that no such replacement shall Lockbox Account will be effective until such time as a replacement Blocked Account Agreement is in effectswept daily into the Collection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-recurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Datedate hereof, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Parties and subject to the event that applicable Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Agent and establish a new Blocked Lockbox Account Control Agreement. The Lockbox Account Control Agreement with respect to will provide that all funds in the affected account within 14 days, provided, however, that no such replacement shall Lockbox Account will be effective until such time as a replacement Blocked Account Agreement is in effectswept daily into the Collection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Datedate hereof, the Servicer (on behalf of the Borrower) or the Borrower, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts), in the Spread name of Company and under the sole dominion and control of the Collateral Agent, designated as the “Collection Account, (ii) the Reserve Account ” and (iii) the Waterfall Account; provided that each such account shall be subject to a Blocked Account Agreement and shall each bear bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Parties and subject to the event that Securities Account Control Agreement and (ii) a Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Agent and establish a new Blocked Lockbox Account Control Agreement. The Lockbox Account Control Agreement with respect to will provide that all funds in the affected account within 14 days, provided, however, that no such replacement shall Lockbox Account will be effective until such time as a replacement Blocked Account Agreement is in effectswept daily into the Collection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to the Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, the Servicer (on behalf date of the Borrower) or the Borrowerfirst Funding Notice, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a segregated, non-interest bearing, trust account (or sub-accounts) in the Spread name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Parties and subject to the event that applicable Securities Account Control Agreement and (ii) a segregated, non-interest bearing, Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and establish a new Blocked the Company) in the Lockbox Account Agreement with respect to will be swept daily into the affected account within 14 days, provided, however, that no such replacement shall be effective until such time as a replacement Blocked Account Agreement is in effectCollection Account.

Controlled Accounts. (a) The Borrower has established Company shall establish and shall maintain cash management systems reasonably acceptable to the Facility Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the Controlled Accounts or any accounts established in connection with Collections in respect “Funding Account”) maintained at the Paying Agent into which proceeds of any Loan Assets that Revolving Loans may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transactionfunded at the direction of Company, as the case may be, the Borrower Company shall not establish or maintain any deposit account a Deposit Account or Securities Account other than a Controlled Account and the Borrower Company shall not, and shall cause the Servicer not to not deposit Collections or proceeds thereof (other than Collections in a Securities Account or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any ▇▇▇▇▇▇▇ ▇▇▇▇ Receivable which are paid into an account held by ▇▇▇▇▇▇▇ ▇▇▇▇) in any account Deposit Account which is not a Controlled Account. The Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall direct ▇▇▇▇▇▇▇ ▇▇▇▇ to transfer all Collections in respect not be considered a breach of ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables to the Waterfall Account on at least a weekly basisthis covenant). All Collections that are and proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured PartiesParties and shall be delivered to the Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, the Servicer (on behalf date of the Borrower) or the Borrowerfirst Funding Notice, as the case may be, has caused Company shall cause to be established and shall thereafter cause to be maintained, (i) a segregated, non-interest bearing, trust account (or sub- accounts) in the Spread name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account, (ii) the Reserve Account and (iii) the Waterfall Account; provided that ” in each such account shall be subject to a Blocked Account Agreement and shall each bear case bearing a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In Parties and subject to the event that applicable Securities Account Control Agreement and (ii) a segregated, non-interest bearing, Deposit Account into which the bank at proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which any the Collateral Agent has sole dominion and control over such account for the benefit of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with Secured Parties within the Seller or meaning of Section 9-104(a)(2) of the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory UCC pursuant to the Directing Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and establish a new Blocked the Company) in the Lockbox Account Agreement with respect to will be swept daily into the affected account within 14 days, provided, however, that no such replacement shall be effective until such time as a replacement Blocked Account Agreement is in effectCollection Account.