Common use of Cash Flows Clause in Contracts

Cash Flows. (a) Subject to Section 4.3(b) below, the Cash Manager is hereby authorized to collect, receive and hold the following amounts for and on behalf of the Guarantor and the Bond Trustee: (i) all Revenue Receipts; (ii) all Principal Receipts; (iii) all Cash Capital Contributions; (iv) all amounts received by the Guarantor pursuant to the Interest Rate Swap Agreement; and any other amounts whatsoever received by or on behalf of the Guarantor after the date hereof (including, without limitation, the proceeds of any Advances made to the Guarantor under the Intercompany Loan where such proceeds have not been applied to acquire Loans and their Related Security, fund Additional Advances in respect of Loans sold by the Seller to the Guarantor, invest in Substitution Assets or make a Capital Distribution pursuant to the terms of the Guarantor Agreement). (b) The Cash Manager will cause all transfers, payments and/or withdrawals, as applicable, of amounts held by the Cash Manager for and on behalf of the Guarantor and the Bond Trustee and amounts standing to the credit of the Transaction Account (or, as applicable, the Stand-By Transaction Account) and the GDA Account (or, as applicable, the Stand-By GDA Account) to be made in accordance with the provisions of this Agreement and any other Transaction Documents. (c) The Cash Manager will procure that: (i) amounts received by the Guarantor under the Interest Rate Swap are promptly paid into the GDA Account (or, as applicable, the Stand-By GDA Account); and (ii) amounts payable by the Guarantor under the Interest Rate Swap are promptly paid from the GDA Account (or, as applicable, the Stand-By GDA Account). (d) The Cash Manager will procure that all interest earned on the Guarantor Accounts and all investment proceeds from any Substitution Assets purchased from amounts standing to the credit of the GDA Account (or, as applicable, the Stand-By GDA Account), are promptly credited to the GDA Account (or, as applicable, the Stand-By GDA Account). (e) The Cash Manager will procure that the proceeds of each Advance under the Intercompany Loan are applied in accordance with the Intercompany Loan Agreement and any other Transaction Documents. (f) Each of the payments into the GDA Account (or, as applicable, the Stand-By GDA Account) will be made forthwith upon receipt by the Guarantor (or the Cash Manager on its behalf) of the amount in question. (g) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Cash Manager will withdraw funds from any Guarantor Account if and to the extent that such funds were credited thereto in error and will use its commercially reasonable endeavours to ensure that such funds are applied correctly thereafter. (h) The Cash Manager will promptly notify each of the Guarantor and the Bond Trustee of any additional account permitted by the Transaction Documents which supplements or replaces any of the Guarantor Accounts and each of the parties hereto agrees to make any amendments to this Agreement that are required as a result of the establishment of any supplemental account. (i) Each of the Cash Manager and the Guarantor undertakes that, so far as it is able to procure the same, each of the Guarantor Accounts and all instructions and any applicable Mandate in relation thereto will continue to be operative and will not, save as permitted pursuant to the Bank Account Agreement, be changed without the prior written consent of the Bond Trustee (such consent not to be unreasonably withheld or delayed provided that each supplemental or replacement account will be subject at all times to a valid, perfected and first priority Security Interest in favour of the Bond Trustee on substantially the same terms as the security over the Guarantor Accounts granted to the Bond Trustee pursuant to the Security Agreement). For the avoidance of doubt, the Cash Manager may change the authorized signatories in respect of any instructions or any applicable Mandate relating to the Guarantor Accounts, without the prior written consent of the Bond Trustee, in accordance with Section 3.2 of the Bank Account Agreement. (j) Prior to (i) a Rating Agency withdrawing or downgrading the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, funds held by the Cash Manager for or on behalf of the Guarantor will be used to make payments on or before the next following Guarantor Payment Date in accordance with Article 6 (Priorities of Payments) of the Guarantor Agreement and following any such payments to be made on the Guarantor Payment Date any remaining amounts held by the Cash Manager for or on behalf of the Guarantor will be deposited in the GDA Account (or the Stand-By GDA Account, as applicable). (k) At any time following (i) a Rating Agency withdrawing or downgrading the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, the Cash Manager will be required to immediately direct the Servicer to deposit all Revenue Receipts and all Principal Receipts received by the Servicer directly into the GDA Account (or, as applicable, the Stand-By GDA Account) within the applicable time period specified for such deposit by the Servicer in accordance with the terms of the Servicing Agreement, and shall immediately remit any funds held by the Cash Manager for or on behalf of the Guarantor at such time directly into the GDA Account.

Cash Flows. (a) Subject to Section 4.3(b) belowIn consideration of the Forbearance granted hereunder, the Cash Manager is hereby authorized to collectCompany agrees that, receive and hold if at any time during the following amounts for and on behalf Forbearance Period, the Company takes receipt of cash (the “Proceeds”) (A) directly or indirectly from one or more of its Subsidiaries other than its Restricted Subsidiaries (the “Unrestricted Subsidiaries”), or (B) directly or indirectly as proceeds from the disposition of the Guarantor capital stock or assets of one or more Unrestricted Subsidiaries, then the Company may use the first $1 million in the aggregate (the “Threshold Amount”) of all such Proceeds solely for the payment of trade payables (e.g., payroll, expenses related to the Company’s public company compliance obligations, accounting and legal fees and similar expenses). As additional consideration of the Bond Trustee: Forbearance granted hereunder, the Company agrees that, at any time during the Forbearance Period, any Proceeds in an amount in excess of the Threshold Amount (the “Excess Amount” and each occurrence of the receipt of any such Excess Amount, an “Excess Amount Event”) shall be available to each Buyer for redemption of such Buyer’s Preferred Shares as follows: Each Buyer shall have the right, at such Buyer’s option, to require the Company to redeem all or a portion of such Buyer’s Preferred Shares in an amount (the “Redemption Amount”) not to exceed upon all such redemptions such Buyer’s Pro Rata Amount of the total Excess Amount at a price per Preferred Share equal to the outstanding Conversion Amount for such Preferred Shares (the “Excess Amount Redemption Price”, which shall be treated for all purposes of the Certificate of Designations as a “Redemption Price” thereunder). Within two (2) Business Days after the occurrence of each Excess Amount Event, the Company shall deliver written notice thereof via facsimile and overnight courier (“Notice of Excess Amount Event “) to each Buyer. At any time after the earlier of a Buyer’s receipt of a Notice of Excess Amount Event and such Buyer becoming aware of an Excess Amount Event, any Buyer of Preferred Shares then outstanding may require the Company to redeem such Buyer’s Redemption Amount by delivering written notice thereof via facsimile and overnight courier (“Notice of Excess Amount Redemption at Option of Holder”) to the Company, which Notice of Excess Amount Redemption at Option of Buyer shall indicate the number of Preferred Shares that such Buyer is electing to redeem. In the event of a partial redemption of Preferred Shares pursuant hereto, the Conversion Amount shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Notice of Excess Amount Redemption at Option of Buyer. Upon the Company’s receipt of a Notice(s) of Excess Amount Redemption at Option of Buyer from any Buyer, the Company shall within one (1) Business Day of such receipt notify each Buyer by facsimile of the Company’s receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company’s receipt of the first Notice of Excess Amount Redemption at Option of Buyer the applicable Excess Amount Redemption Price to all Buyers that deliver a Notice of Excess Amount Redemption at Option of Buyer prior to the fifth (5th) Business Day after the Company’s receipt of the first Notice of Excess Amount Redemption at Option of Buyer; provided that, if required by Section 2(d)(ix) of the Certificate of Designations, a Buyer’s Preferred Share Certificates shall have been first delivered to the Transfer Agent. To the extent redemptions required by this Section are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall (i) redeem a Pro Rata Amount of such Preferred Shares from each Buyer based on the number of Preferred Shares submitted for redemption by such Buyer relative to the total number of Preferred Shares submitted for redemption by all Revenue Receipts; Buyers and (ii) all Principal Receipts; in addition to any remedy such Buyer may have under any Transaction Document, pay to each Buyer interest at the rate of 1.5% per month (iiiprorated for partial months) all Cash Capital Contributions; (iv) all amounts received in respect of each unredeemed Preferred Share to the extent such Preferred Shares are entitled to redemption hereunder until paid in full. The Buyers and Company agree that in the event of the Company’s redemption of any Preferred Shares under this Section, the Buyers’ damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Buyers. Accordingly, any redemption premium due under this Section is intended by the Guarantor parties to be, and shall be deemed, a reasonable estimate of the Buyers’ actual loss of its investment opportunity and not as a penalty. In the event of a dispute as to the determination of the arithmetic calculation of the Excess Amount Redemption Price, such dispute shall be resolved pursuant to the Interest Rate Swap Agreement; and any other amounts whatsoever received by or on behalf Section 2(d)(iii) of the Guarantor after Certificate of Designations with the date hereof (including, without limitationterm “Excess Amount Redemption Price” being substituted for the term “Conversion Rate”. In the event of a redemption pursuant to this Section 2 of less than all of the Preferred Shares represented by a particular Preferred Share Certificate, the proceeds of any Advances made Company shall promptly cause to be issued and delivered to the Guarantor under Buyer of such Preferred Shares a Preferred Share Certificate representing the Intercompany Loan where such proceeds remaining Preferred Shares which have not been applied to acquire Loans and their Related Securityredeemed, fund Additional Advances in respect of Loans sold by the Seller to the Guarantor, invest in Substitution Assets or make a Capital Distribution pursuant to the terms of the Guarantor Agreement)if necessary. (b) The Cash Manager will cause all transfers, payments and/or withdrawals, as applicable, of amounts held by the Cash Manager for and on behalf of the Guarantor and the Bond Trustee and amounts standing to the credit of the Transaction Account (or, as applicable, the Stand-By Transaction Account) and the GDA Account (or, as applicable, the Stand-By GDA Account) to be made in accordance with the provisions of this Agreement and any other Transaction Documents. (c) The Cash Manager will procure that: (i) amounts received by the Guarantor under the Interest Rate Swap are promptly paid into the GDA Account (or, as applicable, the Stand-By GDA Account); and (ii) amounts payable by the Guarantor under the Interest Rate Swap are promptly paid from the GDA Account (or, as applicable, the Stand-By GDA Account). (d) The Cash Manager will procure that all interest earned on the Guarantor Accounts and all investment proceeds from any Substitution Assets purchased from amounts standing to the credit of the GDA Account (or, as applicable, the Stand-By GDA Account), are promptly credited to the GDA Account (or, as applicable, the Stand-By GDA Account). (e) The Cash Manager will procure that the proceeds of each Advance under the Intercompany Loan are applied in accordance with the Intercompany Loan Agreement and any other Transaction Documents. (f) Each of the payments into the GDA Account (or, as applicable, the Stand-By GDA Account) will be made forthwith upon receipt by the Guarantor (or the Cash Manager on its behalf) of the amount in question. (g) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Cash Manager will withdraw funds from any Guarantor Account if and to the extent that such funds were credited thereto in error and will use its commercially reasonable endeavours to ensure that such funds are applied correctly thereafter. (h) The Cash Manager will promptly notify each of the Guarantor and the Bond Trustee of any additional account permitted by the Transaction Documents which supplements or replaces any of the Guarantor Accounts and each of the parties hereto agrees to make any amendments to this Agreement that are required as a result of the establishment of any supplemental account. (i) Each of the Cash Manager and the Guarantor undertakes that, so far as it is able to procure the same, each of the Guarantor Accounts and all instructions and any applicable Mandate in relation thereto will continue to be operative and will not, save as permitted pursuant to the Bank Account Agreement, be changed without the prior written consent of the Bond Trustee (such consent not to be unreasonably withheld or delayed provided that each supplemental or replacement account will be subject at all times to a valid, perfected and first priority Security Interest in favour of the Bond Trustee on substantially the same terms as the security over the Guarantor Accounts granted to the Bond Trustee pursuant to the Security Agreement). For the avoidance of doubt, the Cash Manager may change the authorized signatories in respect of any instructions or any applicable Mandate relating to the Guarantor Accounts, without the prior written consent of the Bond Trustee, in accordance with Section 3.2 of the Bank Account Agreement. (j) Prior to (i) a Rating Agency withdrawing or downgrading the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, funds held by the Cash Manager for or on behalf of the Guarantor will be used to make payments on or before the next following Guarantor Payment Date in accordance with Article 6 (Priorities of Payments) of the Guarantor Agreement and following any such payments to be made on the Guarantor Payment Date any remaining amounts held by the Cash Manager for or on behalf of the Guarantor will be deposited in the GDA Account (or the Stand-By GDA Account, as applicable). (k) At any time following (i) a Rating Agency withdrawing or downgrading the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, the Cash Manager will be required to immediately direct the Servicer to deposit all Revenue Receipts and all Principal Receipts received by the Servicer directly into the GDA Account (or, as applicable, the Stand-By GDA Account) within the applicable time period specified for such deposit by the Servicer in accordance with the terms of the Servicing Agreement, and shall immediately remit any funds held by the Cash Manager for or on behalf of the Guarantor at such time directly into the GDA Account.

Cash Flows. (a) Subject to Section 4.3(b) below, the Cash Manager is hereby authorized to collect, receive and hold the following amounts for and on behalf of the Guarantor and the Bond Trustee: (i) all Revenue Receipts; (ii) all Principal Receipts; (iii) all Cash Capital Contributions; (iv) all amounts received by the Guarantor pursuant to the Interest Rate Swap Agreement; and any other amounts whatsoever received by or on behalf of the Guarantor after the date hereof (including, without limitation, the proceeds of any Advances made to the Guarantor under the Intercompany Loan where such proceeds have not been applied to acquire Loans and their Related Security, fund Additional Advances in respect of Loans sold by the Seller to the Guarantor, invest in Substitution Assets or make a Capital Distribution pursuant to the terms of the Guarantor Agreement). (b) The Cash Manager will cause all transfers, payments and/or withdrawals, as applicable, of amounts held by the Cash Manager for and on behalf of the Guarantor and the Bond Trustee and amounts standing to the credit of the Transaction Account (or, as applicable, the Stand-By Transaction Account) and the GDA Account (or, as applicable, the Stand-By GDA Account) to be made in accordance with the provisions of this Agreement and any other Transaction Documents. (c) The Cash Manager will procure that: (i) amounts received by the Guarantor under the Interest Rate Swap are promptly paid into the GDA Account (or, as applicable, the Stand-By GDA Account); and (ii) amounts payable by the Guarantor under the Interest Rate Swap are promptly paid from the GDA Account (or, as applicable, the Stand-By GDA Account). (d) The Cash Manager will procure that all interest earned on the Guarantor Accounts and all investment proceeds from any Substitution Assets purchased from amounts standing to the credit of the GDA Account (or, as applicable, the Stand-Stand- By GDA Account), are promptly credited to the GDA Account (or, as applicable, the Stand-By GDA Account). (e) The Cash Manager will procure that the proceeds of each Advance under the Intercompany Loan are applied in accordance with the Intercompany Loan Agreement and any other Transaction Documents. (f) Each of the payments into the GDA Account (or, as applicable, the Stand-By GDA Account) will be made forthwith upon receipt by the Guarantor (or the Cash Manager on its behalf) of the amount in question. (g) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Cash Manager will withdraw funds from any Guarantor Account if and to the extent that such funds were credited thereto in error and will use its commercially reasonable endeavours to ensure that such funds are applied correctly thereafter. (h) The Cash Manager will promptly notify each of the Guarantor and the Bond Trustee of any additional account permitted by the Transaction Documents which supplements or replaces any of the Guarantor Accounts and each of the parties hereto agrees to make any amendments to this Agreement that are required as a result of the establishment of any supplemental account. (i) Each of the Cash Manager and the Guarantor undertakes that, so far as it is able to procure the same, each of the Guarantor Accounts and all instructions and any applicable Mandate in relation thereto will continue to be operative and will not, save as permitted pursuant to the Bank Account Agreement, be changed without the prior written consent of the Bond Trustee (such consent not to be unreasonably withheld or delayed provided that each supplemental or replacement account will be subject at all times to a valid, perfected and first priority Security Interest in favour of the Bond Trustee on substantially the same terms as the security over the Guarantor Accounts granted to the Bond Trustee pursuant to the Security Agreement). For the avoidance of doubt, the Cash Manager may change the authorized signatories in respect of any instructions or any applicable Mandate relating to the Guarantor Accounts, without the prior written consent of the Bond Trustee, in accordance with Section 3.2 of the Bank Account Agreement. (j) Prior to (i) a Rating Agency withdrawing or downgrading the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, funds held by the Cash Manager for or on behalf of the Guarantor will be used to make payments on or before the next following Guarantor Payment Date in accordance with Article 6 (Priorities of Payments) of the Guarantor Agreement and following any such payments to be made on the Guarantor Payment Date any remaining amounts held by the Cash Manager for or on behalf of the Guarantor will be deposited in the GDA Account (or the Stand-By GDA Account, as applicable). (k) At any time following (i) a Rating Agency withdrawing or downgrading the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, the Cash Manager will be required to immediately direct the Servicer to deposit all Revenue Receipts and all Principal Receipts received by the Servicer directly into the GDA Account (or, as applicable, the Stand-By GDA Account) within the applicable time period specified for such deposit by the Servicer in accordance with the terms of the Servicing Agreement, and shall immediately remit any funds held by the Cash Manager for or on behalf of the Guarantor at such time directly into the GDA Account.