Common use of Controlled Accounts Clause in Contracts

Controlled Accounts. (a) Company shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer, Subservicer and SST Subservicer to not deposit Collections or proceeds thereof in an account which is not a Controlled 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 not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company From and after the Closing Date, the Credit Parties shall establish and maintain cash management systems acceptable ensure that the Collateral Agent is provided, to the Administrative Agentextent that it is available, includingview-only access to all securities accounts, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account deposit accounts and other than a Controlled Account and Company shall not, and shall cause Servicer, Subservicer and SST Subservicer to not deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds accounts of the Credit Parties that are promptlyCredit Parties or wholly-owned subsidiaries of the Credit Parties, 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 not be considered a breach of this covenant). All Collections and proceeds of Collateral which such view-only access shall be subject to an express trust the reasonable satisfaction of the Collateral Agent. All Securities Accounts, Deposit Accounts and other accounts of the Credit Parties (other than the Excluded Account) shall be subject to duly executed and delivered Control Agreements or otherwise become Controlled Accounts, it being understood that such Control Agreements will provide for the benefit Credit Parties to be able to access and use accounts subject to a Control Agreement prior to such time as the Collateral Agent shall have given notice that it is exercising control following the occurrence and continuation of an Event of Default. Other than the Excluded Accounts, or as expressly agreed with the Agent, the Credit Parties shall not maintain any Deposit Account or Securities Accounts not subject to a Control Agreement (or otherwise Controlled Accounts); provided that the Credit Parties may, subject to the prior written consent of the Administrative Agent (which such consent shall not be unreasonably delayed, conditioned or withheld) open new accounts, so long as prior to opening any such account (i) the Borrower Representative has notified the Agent of the account and (ii) the financial institution with which such account is opened, together with such Credit Party has executed and delivered to the Agent, a fully executed Control Agreement with respect to such account (or equivalent arrangement to ensure that such account is a Controlled Account), each in form and substance satisfactory to the Agent. The Credit Parties shall ensure that their Subsidiaries which are (x) non-Credit Parties or (y) are organized or formed in jurisdictions where Control Agreements or equivalent cash control arrangements are not possible sweep cash and Cash Equivalents in their accounts into Controlled Accounts of Credit Parties on behalf a periodic basis (prior to an Event of Default, at least once per week and after the occurrence of an Event of Default, as frequently as requested by the Agent but not more frequently than once daily); provided that prior to receipt of a written notice of an Event of Default from the Agent, the Subsidiaries shall only be required to sweep into the Controlled Accounts, cash and Cash Equivalents held in such accounts in excess of the amounts necessary for required debt service and to operate its business as currently operated (in each case, based on the amounts needed for such debt service and operations as reflected in the historical financial statements and the projections delivered to the Secured Parties and shall be delivered from time to time in accordance with the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in terms of this Agreement). On or prior to For the Closing Dateavoidance of doubt, Company deposits in a wallet on a cryptocurrency exchange shall cause not be required to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable a Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company No Credit Party shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Deposit Account, Securities Account or Commodities Account that is not a Controlled Account and Company shall not, and shall cause Servicer, Subservicer and SST Subservicer to not no Credit Party will deposit Collections or proceeds thereof in an account a Deposit Account which is not a Controlled Account (Account; provided, that, inadvertent and non-reoccurring errors by Servicer that (i) no Credit Party shall be required to establish a Controlled Account with respect to any Deposit Account in applying such Collections or proceeds that are promptly, and in any event within two which Government Receivables (2) Business Days after Servicer or Company has (or should have had as defined in the exercise of reasonable diligencePledge and Security Agreement) knowledge thereof, cured shall not be considered are deposited so long as the cash amounts on deposit therein are transferred to a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations Controlled Account or any other amount due account permitted to be so utilized under any other this Section 6.17 as required pursuant to the terms of the Pledge and Security Agreement, (ii) the Credit Document Parties shall have up to 120 days (or such later date as set forth the Administrative Agent may agree to in this Agreement. On its reasonable discretion) after the consummation of a Permitted Acquisition (or with respect to acquisitions consummated prior to the Closing Date, Company shall cause up to be established and shall thereafter cause to be maintained, (i) a trust account 120 days (or sub-accountssuch later date as the Administrative Agent may agree to in its reasonable discretion) after the Closing Date) to establish Controlled Accounts with respect to each Deposit Account acquired in such Permitted Acquisition (or in such acquisition consummated prior to the Closing Date); provided, that if the Credit Parties are not able to establish Controlled Accounts as required pursuant to this Section 6.17 within such 120 day period (or such later date as the Administrative Agent may agree to in its reasonable discretion) after using commercially reasonable efforts, within 120 days (or such later date as the Administrative Agent may agree to in its reasonable discretion) after the expiration of such 120 day period (or such later date as the Administrative Agent may agree to in its reasonable discretion) such Credit Party shall (1) close such Deposit Account, and (2) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a event such Credit Party moves such Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loansto another bank, including by automatic debit from Leases and Retail Loan Obligors’ operating accountsestablish a Controlled Account therewith, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust each Credit Party may (w) maintain zero-balance accounts for the purpose of managing local disbursements and collections and may maintain payroll, withholding tax and other fiduciary accounts, (iv) the Credit Parties shall not be required to establish Controlled Accounts with respect to any account in which the name account balance is not in excess of Company $75,000 at any time, or any disbursement account, payroll, trust, tax and under employee benefit accounts and (v) the sole dominion Credit Parties shall not be required to establish Controlled Accounts for any Deposit Account, Securities Account or Commodities Account held by a Captive Insurance Subsidiary and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held committed to third-party administrators for Administrative Agent for the benefit payment of the Lenders and subject to the applicable Control Parent Entity’s or its Subsidiaries’ insurance claims. Aurora – A&R Credit Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company The Borrower has established and shall establish and maintain cash management systems reasonably acceptable to the Administrative Facility Agent, including, without limitation, with respect to blocked account arrangements. Company 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 an any deposit account other than a Controlled Account and Company the Borrower shall not, and shall cause Servicer, Subservicer and SST Subservicer 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 Xxxxxxx Xxxx Receivable which are paid into an account held by Xxxxxxx Xxxx) in any account which is not a Controlled Account. The Servicer shall direct Xxxxxxx Xxxx to transfer all Collections in respect of Xxxxxxx Xxxx Receivables to the Waterfall 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 not be considered on at least a breach of this covenant)weekly basis. All Collections and that are proceeds of the Collateral and any other proceeds of the Collateral shall be subject to an express trust for the benefit of Administrative the Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this AgreementParties. (b) On or prior to the Original Closing Date, Company shall cause 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 trust account (or sub-accounts) in the name of Company Blocked Account Agreement and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing shall each bear a designation clearly indicating that the funds and other property credited thereto are held for Administrative the Collateral Agent for the benefit of the Lenders 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 subject agrees that it shall replace such bank with a new bank satisfactory to the applicable Control AgreementDirecting Agent and establish a new Blocked Account Agreement with respect to the affected account within 14 days, (ii) a Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loansprovided, including by automatic debit from Leases and Retail Loan Obligors’ operating accountshowever, that no such replacement shall be deposited effective until such time as a replacement Blocked Account Agreement is in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Accounteffect.

Controlled Accounts. The Loan Parties will deposit, and will instruct the Eligible Operator, as manager of the Borrowing Base Assets, to deposit all Account Assets (aas defined below) Company into the Collateral Service Accounts. In accordance with the terms of the Control Agreement, all amounts deposited in the Collateral Service Accounts shall establish be automatically swept from the Collateral Service Accounts into the Master Concentration Account from which transfers shall be made, prior to a Monetary Default, to fund any presentments and maintain cash management systems acceptable withdrawals from the Operating Accounts requested by any Loan Party, such that the Collateral Service Accounts and the Operating Accounts shall be zero balance accounts. From and after the occurrence of any Monetary Default (as defined below), the deposit bank under the Control Agreement (i) shall disregard any Loan Party directions with respect to the Master Concentration Account and the Operating Accounts and block any withdrawals by the Loan Parties therefrom, and (ii) to the extent instructed by the Administrative Agent (which instructions shall be given in the Administrative Agent’s sole discretion), disburse funds from the Master Concentration Account, the Operating Accounts and the Reserve Accounts (subject to the terms of the Reserve Agreement) in order to fund the operating expenses of the Borrowing Base Assets incurred in the ordinary course of business. For a period of ninety (90) days following the date of such Monetary Default (the “Agent Disbursement Period”), the Administrative Agent may in its sole and absolute discretion (but without any obligation) (i) authorize the disbursement of funds from the Master Concentration Account, the Operating Accounts and the Reserve Accounts (subject to the terms of the Reserve Agreement) in order to fund the operating expenses of the Borrowing Base Assets incurred in the ordinary course of business, and (ii) exercise any or all of the remedies available under this Agreement, the Control Agreement, the Reserve Agreement or any other Loan Document. From and at any time after the completion of the Agent Disbursement Period, the Administrative Agent shall (i) cause all amounts collected in the Collateral Service Accounts and any amounts in the Master Concentration Account or the Operating Accounts to be applied (A) directly to prepayment of the Revolver Advances and the Obligations and (B) to fund the Reserve Accounts; and (ii) exercise any or all of the remedies available under this Agreement, the Control Agreement, the Reserve Agreement or any other Loan Document. For the purposes of this section, “Monetary Default” shall mean the failure of any Loan Party to pay when due any principal of any Advance (whether at maturity, upon acceleration or otherwise, including, without limitation, with respect any Advance or portion thereof to blocked account arrangements. Company be repaid pursuant to Section 2.11) or shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer, Subservicer and SST Subservicer fail to not deposit Collections or proceeds thereof in an account which is not a Controlled Account pay any interest on any Advance within five (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (25) Domestic Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereofsuch interest shall become due, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior Loan Party shall fail to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.pay any