Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited. (ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited. (iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). (iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account. (v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent. (vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
Appears in 2 contracts
Samples: Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.)
Cash Management System. The Loan Parties will establish and maintain the cash management system described below:
(i1) Prior to the Closing Date, the Loan Parties obtained (x) “springing” Secured Deposit Account Agreements in respect of all DDAs that are not Blocked Accounts (other than, for avoidance of doubt, any Excluded Deposit Account) and (y) “fully-blocked” Secured Deposit Account Agreements in respect of all Blocked Accounts. Any such DDAs as to which Account Debtors forward payments constituting ABL Priority Collateral shall be designated as a “Blocked Account” on Schedule 5.23(a)(i) annexed hereto (a “Blocked Account”).
(2) Each Secured Deposit Account Agreement with respect to a Blocked Account shall provide that the bank at which such Blocked Account is maintained shall make daily sweeps from such Blocked Account in accordance with the directions provided by Agent.
(3) On or prior to the Closing Date, all DDAs of the Loan Parties (other than Excluded Deposit Accounts) shall be maintained at HSBC. The Loan Parties shall not be permitted to open any new DDAs (other than Excluded Deposit Accounts) after the Closing Date at financial institutions other than HSBC without Agent’s prior consent.
(4) The Borrower Blocked Accounts shall be Collateral, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Secured Obligations, and in which the applicable Loan Party shall have established, or have caused the Servicer to establish, pursuant granted a Lien to the Collection Account Control Agreement Agent, for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for Loan Documents. Each Loan Party shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment in the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections Blocked Accounts are solely in respect of the Receivables and all amounts on deposit in the Collection Account shall be depositedABL Priority Collateral.
(iii5) The Borrower On or prior to the Closing Date, all proceeds of collections of Accounts, and all proceeds of the Company will instruct sale or other disposition of any Inventory and other ABL Priority Collateral, shall be deposited directly into a Blocked Account. In the event that, notwithstanding the provisions of this clause (5), any Loan Party receives or otherwise causehas dominion and control of any proceeds of collections of Accounts or proceeds of Inventory and other ABL Priority Collateral, such proceeds and collections shall be held in trust by such Loan Party for the Agent and shall, not later than five (5) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (orBusiness Days after receipt thereof, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter be deposited into a control agreement similar to the Collection Blocked Account Control Agreement. The Borrower shall provide, cause to or dealt with in such other fashion as such Loan Party may be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral instructed by Agent.
(vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
Appears in 2 contracts
Samples: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp)
Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which all Collections in respect of the Receivables shall be depositedswept.
(ii) The Borrower Company shall have establishedestablished the SMC Collection Account and caused the SMC Collection Account to be subject to the SMC Account Control Agreement. Heights shall have established the Heights Collection Account and caused the Heights Collection Account to be subject to the Heights Account Control Agreement. On the Closing Date, the Company will deposit into each of the SMC Collection Account, the Heights Collection Account, each Branch Account and the Master Collection Account the amount necessary, if any, to cause such account to contain the applicable Minimum Account Amount. The Company shall cause the SMC Collection Account, the Heights Collection Account, each Branch Account and the Master Collection Account to contain at all times the applicable Minimum Account Amount. Upon the opening of any new Branch Account, the Company shall by written notice to the Agent provide an update to Schedule 1.2 hereto to designate the Minimum Account Amount for such Branch Account. The Company may from time to time adjust the Minimum Account Amount for a Branch Account, the SMC Collection Account, the Heights Collection Account, or have caused the Servicer Master Collection Account by written notice to establishthe Agent, which adjustment shall become effective (with the consent of the Agent in its reasonable discretion) immediately prior to the close of business (and any required sweep of funds pursuant to clause (iv) below) on the Disbursement fifth (5th) Business Day following delivery thereof and as of such effective time shall constitute an update to Schedule 1.2 hereto; provided that upon the opening of any new Branch Account Control Agreement for or any increase to any Minimum Account Amount, the benefit Company shall, from its own funds, provide cash to the applicable account sufficient to cause such account to have the Minimum Account Amount on deposit. On and after the Closing Date, the Company will cause each Branch Office to have cash on hand at the start of business on each Business Day in an amount equal to the Collateral Specified Local Amount. The Company may from time to time replace Schedule 1.1 hereto by written notice to the Agent, which replacement shall become effective immediately prior to the close of business (and any required sweep of funds pursuant to clause (iv)(1)(y) below) on behalf the fifth (5th) Business Day following delivery thereof and as of such effective time shall constitute a replacement of Schedule 1.1 hereto; provided that upon any increase to any Specified Local Amount, the Secured PartiesCompany shall, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of from its own funds, provide cash to such Branch Office sufficient to cause such Branch Office to have the Receivables and all amounts Specified Local Amount on deposit in the Collection Account shall be depositedhand.
(iii) The Company shall have caused the Master Collection Account Bank to establish the Master Collection Account and caused the Master Collection Account to be subject to the Master Collection Account Agreement.
(iv) The Borrower and the Company Servicer (1) will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to a branch for deposit to a Branch Account (for payments made by cash or check) and directly to the SMC Collection Account or the Heights Collection Account (orfor payments made by credit card, if required ACH or any other electronic form of payment), it being understood that (x) upon receipt of any payments by Section 2.02(echeck by a branch, such branch shall cause such checks to be deposited to a Branch Account, and (y) all cash in excess of the Servicing AgreementSpecified Local Amount at any Branch Office at the end of each day shall be deposited to a Branch Account; provided, directly however, that such Branch Office may use such cash on hand to advance new loans and for local expenses; provided further that such Branch Office shall provide notice to Servicer each day of the Lockbox) as set forth in Section 5.7(b) belowamount of cash so used (the “Daily Cash Usage”), (2) will instruct (or otherwise cause) the Lockbox account bank for each Branch Account to deposit, on each Business Day, all available funds in any such Branch Account in excess of the applicable Minimum Account Amount, to the Master Collection Account or the SMC Collection Account or the Heights Collection Account, as applicable, (3) will instruct (or otherwise cause) the SMC Collection Account Bank and the Heights Collection Account Bank to deposit deposit, on each Business Day, all amounts received available funds in the Lockbox SMC Collection Account or the Heights Collection Account, as applicable, in excess of the applicable Minimum Account Amount to the Master Collection Account, (34) will instruct (or otherwise cause) the Master Collection Account Bank to deposit all amounts on deposit in Collections deposited into the Master Collection Account to the Collection Account into within two (2) Business Days after receipt in the Disbursement Master Collection Account pursuant to the terms of the Master Collection Account Agreement and (45) the Servicer will deposit (or cause to deposit all other amounts received be deposited, including by it with respect standing instruction) to the Receivables into Master Collection Account on each Business Day an amount equal to the Daily Cash Usage for the prior Business Day. Each Branch Account, the SMC Collection Account, the Heights Collection Account and the Master Collection Account shall hold only collections on Company Receivables (including deposits of Daily Cash Usage) and such collections shall not be commingled with any other funds other than any Minimum Account Amounts deposited therein on the Closing Date. Each remittance of Collections to the Collection Account shall be without setoff, netting, deduction or counterclaim of any kind. The instructions to the account bank for each Branch Account, the SMC Collection Account Bank and the Heights Collection Account Bank, as applicable, pursuant to the foregoing clauses (2) and (3) shall be in the form of (x) if available, an automatic sweep in accordance with the instructions of applicable control agreement, or (y) if an automatic sweep is not available, an irrevocable standing instruction to the Collateral Agent applicable account bank, SMC Collection Account Bank or Heights Collection Account Bank, as applicable, in form and substance satisfactory to the Administrative Agent.
(v) The cash management system described in clauses (i) through (iv) above shall be referred to herein as the “Cash Management System”).
(ivvi) The Other than as contemplated above, the Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The ; provided, however, if documented fraud shall occur requiring Borrower to establish any new account, Borrower may establish such new account in consultation with the Administrative Agent and the Borrower shall providecause each bank, cause financial institution or post office box, as applicable, with which it seeks to be provided or cause the Servicer establish such new account to provide, enter into a control agreement with respect to such account similar to the Collateral Agent remote, view-only access to Control Agreement contemporaneously with the Collection Account and the Disbursement Accountestablishment of such new account.
(vvii) Without the prior written consent of the Administrative Agent, in its sole discretion, the Borrower shall not, in a manner adverse to the Collateral Agent, ,
(aA) change the general instructions given to the Servicer Obligors, the Servicer, the Master Collection Account Bank or the Collection Account Bank in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Master Collection Account Bank or the Collateral Agent, as applicable.
(viviii) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
(ix) The Company agrees that each of the SMC Collection Account and the Heights Collection Account shall at all times be maintained solely in the name of the Company or Heights, as applicable, and shall not be or become subject to any Liens other than Permitted Liens and customary liens in favor of the Master Collection Account Bank with respect to the SMC Collection Account and the Heights Collection Account. The Company shall not grant any Person, other than the Master Collection Account Bank, dominion and control of the SMC Collection Account or the Heights Collection Account or the right to take dominion and control of the SMC Collection Account or the Heights Collection Account at any future time or upon the occurrence of any future event. The Company agrees that each of the Branch Accounts shall at all times be maintained solely in the name of the applicable Originator, and shall not be or become subject to any Liens other than Permitted Liens. The Company shall not grant, and shall not permit any of its Affiliates to grant, any Person dominion and control over any Branch Account or the right to take dominion and control of any Branch Account at any future time or upon the occurrence of any future event.
Appears in 1 contract
Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each 1)each Obligor to make all payments with respect to Receivables (including any Bank Partner Retained Percentage) directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
Appears in 1 contract
Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a the Collection Account Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a the Disbursement Account Accounts as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including any Bank Partner Retained Percentage) directly to the applicable Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account Accounts into the applicable Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the each Collection Account and the each Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the each Collection Account and the each Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
Appears in 1 contract
Cash Management System. (ia) The Maintain bank or trust accounts only ---------------------- with the banks or other financial institutions listed on Schedule 7.11 and such other banks or other financial institutions of which the Administrative 139 Agent and the Collateral Agent may be notified in writing by the Borrower shall have establishedfrom time to time (each, a "Depositary Bank"). ---------------
(b) Cause all amounts representing Proceeds (as defined in the Borrower Security Agreement) of Collateral (other than Net Proceeds Allocable to Payee and Reserved Amounts (as such terms are defined in the RealCo First Mortgage Notes) and Specified Loss Proceeds (as such term is defined in the RealCo Cash Collateral Agreement)) which are received by the Borrower or have caused any Additional Subsidiary from time to time to be promptly deposited into a bank or trust account maintained with a Depositary Bank (each, a "Depositary Account"). ------------------
(c) Instruct each Depositary Bank (other than Citibank, N.A. with respect to an amount not in excess of $150,000 to cover reimbursement of certain amounts paid by insurance companies) to transfer, on a daily basis, all available funds on deposit in each Depositary Account maintained by it to the Servicer to establishConcentration Account established with, and in the name of, the Collateral Agent pursuant to the Collection Borrower Security Agreement; provided that amounts not in excess of $500,000 -------- (the "Operating Fund Limit") in the aggregate with respect to all Depositary -------------------- Accounts may be retained by the Depositary Banks on deposit in Depositary Accounts and withdrawn from time to time therefrom by the Borrower or any Additional Subsidiary to pay reasonable costs and expenses incurred by the Borrower or any Additional Subsidiary; provided that, upon the occurrence and -------- during the continuance of an Event of Default, the Borrower shall instruct the Depositary Banks to transfer all available funds in the Depositary Accounts to the Concentration Account Control Agreement for on a daily basis and shall not revoke such instructions unless and until such Event of Default has been cured or waived.
(d) The Concentration Account shall be under the benefit sole dominion and control of the Collateral Agent. At any time when an Event of Default has occurred and is continuing, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish may apply all or any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that the 140 funds on deposit in the Collection Concentration Account to the payment of the Obligations (as defined in the Borrower Security Agreement), in the order of priority set forth in Section 8 of the Borrower Security Agreement. So long as no Event of Default has occurred and is continuing, the Disbursement Collateral Agent shall promptly remit any funds on deposit in the Concentration Account to the General Fund Account (as defined in the Borrower Security Agreement). The Borrower shall continue have the right, at any time and from time to time, to withdraw such amounts from the General Fund Account, and to maintain such balances in the General Fund Account, as it shall deem to be collateral security for the Secured Obligations secured therebynecessary or desirable .
Appears in 1 contract
Samples: Credit Agreement (CDW Holding Corp)
Cash Management System. (ia) The Borrower shall have establishedWithin 120 days following the Closing Date, or have caused Borrowers will establish and maintain until the Servicer to establishTermination Date, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as cash management system described in Section 2.9 into which Collections in respect of the Receivables shall Exhibit C with such changes as may be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent mutually agreed (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without . Without limiting the prior written consent generality of the Administrative Agent in its sole discretionforegoing, and prior to establishing any such new Cash Management Systemwithin 120 days following the Closing Date, the Borrower Borrowers shall cause each bank, financial institution or post office box, as applicable, with which it seeks deliver to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse executed amendments to the Collateral AgentMaster Exchange Agreement and Escrow Agreement referenced in Exhibit C, amendments to such other agreements entered into in connection the LKE Program (aincluding, without limitation, the Amended and Restated Administration Agreement) change the general instructions given and such other amendments, agreements, instruments and documents as shall be necessary to the Servicer in respect of payments on account of Receivables to be deposited in establish the Cash Management System, or all such amendments and other agreements, instruments and documents to be in form and substance reasonably satisfactory to the Required Lenders.
(b) change any instructions given Until such time as the Parent Borrower shall have complied with the provisions of subsection 4.16(a) as it relates to any bank or financial institution which in any manner redirects the proceeds Part I of any collections Exhibit C, no amounts shall be included in the Cash Management System Domestic Borrowing Base pursuant to any account which is not subject to a control agreement in favor clause (d) of the Collateral Agentdefinition of “Domestic Borrowing Base”.
(vic) The Until such time as the Parent Borrower acknowledges and agrees that shall have complied with the funds on deposit provisions of subsection 4.16(a) as it relates to Part I of Exhibit C, (i) the Parent Borrower shall cause all proceeds from the disposition of Facility Assets to be transferred to the Hertz Collateral Account (as such term is defined in Exhibit C) or to another account acceptable to the Administrative Agent, as promptly as practicable, but in any event within seven (7) Business Days, after such proceeds were deposited into the Joint Collection Account and (ii) the Disbursement Account Parent Borrower shall continue promptly provide the Administrative Agent with such reporting and other information as the Administrative Agent shall reasonably request in order to be collateral security for permit the Secured Obligations secured therebyAdministrative Agent to monitor the requirements set forth in clause (i) of this subsection 4.16(c).
Appears in 1 contract
Cash Management System. a. On or prior to the date hereof, Borrower has established those accounts listed on Schedule 16(a) (icollectively, "Controlled Accounts") The with Wachovia Bank, National Association ("Controlled Account Bank"). Borrower shall have established, or have caused deposit the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit proceeds of the Collateral Agent, on behalf of the Secured Parties, Loan into a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited.
(ii) The Controlled Account. Borrower shall have established, or have caused maintain the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, Gaming Investment in a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Controlled Account, (3) until such time as Borrower makes a Permitted Investment therewith. Borrower shall maintain the Collection Account Bank to deposit all amounts on deposit in Controlled Accounts from the Collection Account into date hereof until the Disbursement Account and (4) Termination Date. Until the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection AccountTermination Date, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The 37 PDS/PALM BEACH LOAN & SECURITY AGREEMENT Borrower shall not establish close any new Cash Management System Controlled Account or move any Controlled Account to another bank or financial institution other than the Controlled Account Bank without the prior written consent of Lender. Until the Administrative Agent Termination Date, Borrower shall not commingle any other funds with the funds from time to time on deposit in the Controlled Accounts.
b. On or prior to the date hereof, Borrower, Lender, PDS Funding 2004-A, LLC and Controlled Account Bank shall have entered into a four party account control agreement with respect to the Controlled Accounts (the "Controlled Account Agreement(s)"). Controlled Account Bank shall agree in the Controlled Account Agreement(s), among other things, that (i) all funds from time to time deposited into any Controlled Account and proceeds thereof are to be held by Controlled Account Bank in accordance with an Controlled Account Agreement, (ii) Controlled Account Bank has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its sole discretionservice fees and other charges directly related to the administration of such account and for returned checks or other items of payment, in each case, as expressly set forth in the Controlled Account Agreement(s), and prior (iii) from and after the Controlled Account Bank's receipt of a notice (an "Activation Notice") from the "Controlling Secured Party" (under and as defined in the Controlled Account Agreement(s)), the Controlling Secured Party shall have exclusive dominion and control of the Controlled Accounts, to establishing the exclusion of Loan Parties, and the Controlled Account Bank shall forward immediately all amounts then on deposit in the Controlled Accounts to the bank account specified therein as the Controlling Secured Party's bank account and shall commence the process of daily sweeps from the Controlled Accounts into such bank account. The parties hereto agree that Controlling Secured Party may only deliver an Activation Notice to the Controlled Account Bank at any time that (1) an Event of Default has occurred and is continuing, (2) Controlling Secured Party reasonably believes based upon information available to it that an Event of Default has occurred, (3) Controlling Secured Party reasonably believes that an event or circumstance which is likely to have a Material Adverse Effect has occurred, or (4) Controlling Secured Party reasonably has grounds to question the integrity of the system of Controlled Accounts and Controlled Account Agreement(s) established hereby (collectively, the "Cash Management System") or Loan Parties' compliance with the provisions of this Section 16 or any other provisions of the Loan Documents to the extent related to such new Cash Management System, provided that that with respect to clauses (2) through (4) above, Controlling Secured Party shall only deliver such Activation Notice after (A) Controlling Secured Party has delivered written notice to ITGV Parties setting forth in reasonable detail the Borrower shall cause each bankControlling Secured Party's 38 PDS/PALM BEACH LOAN & SECURITY AGREEMENT basis for believing that it has grounds to deliver such Activation Notice, financial institution or post office boxand (B) within three (3) business days following delivery of such notice, as applicable, with which ITGV Parties have not delivered to Controlling Secured Party evidence satisfactory to it seeks to establish that such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Accountgrounds do not exist.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
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Samples: Loan and Security Agreement (International Thoroughbred Breeders Inc)
Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Lockbox Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Lockbox Account as described in Section 2.9 into which, commencing on the 45th day (or such later date as the Administrative Agent may approve in writing in its sole discretion) following the Closing Date, all Collections in respect of the Receivables (other than Walk-In Payments) shall be deposited. The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which all Collections in respect of the Receivables shall be depositedtransferred from the Lockbox Account, the Servicer Accounts and the Existing Parent Payment Account. The Borrower and the Servicer will instruct the Lockbox Account Bank to transfer all funds on deposit in the Lockbox Account to the Collection Account on the same Business Day that such funds are deposited in the Lockbox Account.
(ii) The Borrower shall have established, will instruct the Servicer (or have caused otherwise cause the Servicer to establish, pursuant instruct) (1) prior to the Disbursement 45th day (or such later date as the Administrative Agent may approve in writing in its sole discretion) following the Closing Date, to deposit Obligor payments other than Walk-In Payments and all other payments with respect to the Receivables received by Servicer directly to the Existing Parent Payment Account, (2) following the 45th day (or such later date as the Administrative Agent may approve in writing in its sole discretion) following the Closing Date, to deposit Obligor payments other than Walk-In Payments and all other payments with respect to the Receivables received by Servicer directly to the Lockbox Account, (3) all Walk-In Payments received by the Servicer to be deposited directly into the applicable Servicer Account Control Agreement for on the benefit of same day as such payment is received in the Collateral Agentsame form as received (and properly endorsed, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections if applicable) and (4) all other payments in respect of the Receivables and all amounts received by the Servicer to be deposited directly into the Lockbox Account on deposit in the Collection Account shall be depositedsame day as such payment is received.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders in their sole discretion, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Obligors, the Servicer, Parent, the Originators, the Servicer Account Bank, the Existing Parent Payment Account Bank, the Lockbox Account Bank or the Collection Account Bank in respect of payments on account of Receivables and Collections to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections Collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(viv) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and Cash Management System relating to the Disbursement Account Receivables shall continue to be collateral security for the Secured Obligations secured thereby.
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Cash Management System. (i) The TheEach Borrower shall have established, or have caused the Servicer to establish, pursuant to the applicable Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables of such Borrower shall be deposited.
(ii) The TheEach Borrower shall have established, or have caused the Servicer to establish, pursuant to the applicable Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables of such Borrower and all amounts on deposit in the applicable Collection Account shall be deposited.
(iii) The TheEach Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables of such Borrower directly to the applicable Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the applicable Collection Account, (3) the applicable Collection Account Bank to deposit all amounts on deposit in the applicable Collection Account into the applicable Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables of such Borrower into the applicable Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”). Notwithstanding anything to the contrary contained herein, the requirements of this Section 5.7(a)(iii) shall be subject to the post-closing periods set forth in Section 5.B(ii) of the Sixth Amendment.
(iv) The XxxXx Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the applicable Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the applicable Collection Account Control Agreement. The TheEach Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the theits Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the theeach Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The TheEach Borrower acknowledges and agrees that the funds on deposit in the theits Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
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Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a the Collection Account Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (plus any related Bank Partner Retained LEGAL 4873-0998-8490v4881-9719-6460v.143 Percentage) directly to the applicable Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account, directly to the applicable Bank Partner Collection Account, or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account Accounts into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “"Cash Management System”").
(iviii) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretiondiscretions, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the each Collection Account and the Disbursement Account.
(viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(viv) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the each Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations.
(vi) OppWin acknowledges and agrees that Collections on deposit in each Bank Partner Collection Account shall continue to be collateral security for the Obligations secured thereby.
(vii) Notwithstanding anything herein to the contrary, in no event, will the Borrower permit (and Borrower shall cause Servicer to not permit) at any time, Collections to be held in any account other than (x) an account owned by the Collateral Agent or the Castlelake Representative and maintained with the Collateral Agent, (y) a Collection Account subject to a Collection Account Control Agreement or (z) a Bank Partner Refinance Account subject to a Control Agreement; provided, up to an aggregate amount exceeding $5,000,000 may be maintained in Bank Partner Refinance Accounts with FinWise Bank, or Capital Community Bank without being subject to a Control Agreement until no later than January 31, 2023, (or such later date as the Required Lenders may approve in their discretion).
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Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a the Collection Account Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a the Disbursement Account Accounts as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including any Bank Partner Retained Percentage) directly to the applicable Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account Accounts into the applicable Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “"Cash Management System”").
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the each Collection Account and the each Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the each Collection Account and the each Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
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Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a athe Collection Account AccountAccounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a athe Disbursement Account AccountAccounts as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including any Bank Partner Retained Percentage) directly to the applicable Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account AccountAccounts into the applicable Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the theeach Collection Account and the theeach Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the theeach Collection Account and the theeach Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
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Cash Management System. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain the Cash Management System as described on Schedule 5.17 annexed hereto; provided that each Loan Party may open and close Local Accounts and make other changes to the Cash Management System in the ordinary course of business upon prior written notice to the Administrative Agent as long as (iw) The Borrower no Potential Event of Default or Event of Default shall have establishedoccurred and be continuing or would result therefrom, (x) such changes, either individually or have caused in the Servicer aggregate, are not adverse to establisheither the Administrative Agent or any Lender (in its capacity as a Lender) and do not impair any rights, priority or perfection of the Administrative Agent under the Collateral Documents, (y) in the case of any closing of any Local Account, a replacement Local Account satisfactory to the Administrative Agent is opened by such Loan Party or such Subsidiary, as the case may be, and a Cash Management Letter is entered into with respect to such replacement Local Account prior to the closing of such Local Account and (z) all Receipts of each Loan Party and each of its Subsidiaries continue to be collected and distributed pursuant to procedures subject to Cash Management Letters at all times, except as described on Schedule 5.17; provided further, that a Loan Party may close a Concentration Account and open a substitute Concentration Account with any Lender as long as (a) no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom and (b) prior to opening any substitute Concentration Account, such Loan Party shall have delivered evidence satisfactory to the Collection Account Control Agreement Administrative Agent that the Administrative Agent shall have, for the benefit of the Collateral Agent, on behalf of the Secured PartiesLenders, a Collection Account as described perfected security interest in such Concentration Account. For the purposes of this Section 2.9 into which Collections 6.11, Receipts shall include, without limitation, Receipts derived from the Investments in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables Subsidiaries and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower Joint Ventures and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it Securities. All Cash Management Letters with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower Local Accounts listed on Schedule 5.17 annexed hereto shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior be delivered to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse form and substance reasonably satisfactory to the Collateral Administrative Agent, (a) change on or before the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor last day of the Collateral Agentthird calendar month after the calendar month in which the Closing Date shall occur.
(vi) The Borrower acknowledges and agrees that the funds on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
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Cash Management System. (a) From and after the date hereof, Borrower shall (i) The Borrower shall have established, or have caused maintain an account (the Servicer "CONCENTRATION ACCOUNT") only with the bank set forth on Schedule 2.9(a) (the "CONCENTRATION BANK") (so long as Lender deems the procedures of such Concentration Bank acceptable to establish, pursuant to Lender; Lender hereby acknowledging that it deems the Collection Account Control Agreement for the benefit procedures of the Collateral AgentConcentration Bank set forth on Schedule 2.9(a) to be acceptable to Lender); and (ii) deposit all Receipts capable of being deposited into the Concentration Account; provided, on behalf of however, the Secured PartiesConcentration Bank shall not be a bank to which Borrower or any Guarantor owes any obligations and that if Concentration Bank is unacceptable to Lender, Borrower may designate a Collection Account as described in Section 2.9 into substitute therefor reasonably acceptable to Lender, which Collections in respect of the Receivables substitute shall be depositedthen constitute a Concentration Bank hereunder.
(iib) The From and after the Funding Date, Borrower shall have established, or have caused the Servicer to establish, pursuant to maintain the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) Accounts as set forth in Section 5.7(bSchedule 2.9(b).
(c) belowOn each Business Day, the bank at which the Concentration Account is held, shall, in accordance with irrevocable instructions from Borrower (2) the Lockbox Bank to deposit all amounts received by letter in the Lockbox to the Collection Account, (3form attached hereto as EXHIBIT D) the Collection Account Bank to deposit wire transfer all amounts collected and "good" funds on deposit in such Concentration Account to the Collection Depository Account, and Lender shall apply such funds to the obligations in the order specified in Section 2.10 hereof.
(d) Borrower shall not establish or maintain any depository accounts with banks or other financial institutions other than the Concentration Accounts and the Disbursement Accounts.
(e) For purposes only of computing interest hereunder, all payments shall be applied by Lender on the day payment has been credited by Lender's depository bank to the Depository Account in immediately available funds. For purposes of determining the amount of funds available for borrowing by Borrower pursuant to Section 2.1(a) hereof, such payments shall be applied by Lender against the outstanding aggregate amount of the Loan at the time they are credited to Lender's Depository Account.
(f) On or before the Funding Date, Borrower, Title Company and Lender will enter into the Disbursement Tri-Party Agreement.
(g) Any instruments which constitute Receipts and which evidence obligations payable to Borrower not capable of being transferred as available funds to the Concentration Account shall instead be transferred to Lender as soon as reasonably practicable and pledged directly to Lender as part of the Collateral pursuant to the terms of the Security Agreement (Borrower). Notwithstanding the foregoing, Borrower shall not transfer to Lender any instruments which, by their terms, are required to be paid in cash within 30 days of their receipt by Borrower, but shall instead immediately remit such cash pursuant to the terms of this Section 2.9 upon its receipt.
(h) At any time at which (i) the amount of outstanding Revolving Credit Advances is zero, (ii) all interest and applicable fees payable to Lender pursuant to this Agreement have been received by Lender, and (4iii) Lender has been permanently relieved from its obligations to make any additional Revolving Credit Advances, then the Servicer provisions of Section 2.9 hereof shall terminate and be of no further force or effect. In order to deposit all other amounts facilitate the termination of the arrangements specified in this Section 2.9, Lender agrees to execute such documents and make such acknowledgements as shall be required to terminate such arrangements.
(i) Notwithstanding the foregoing provisions of this Section 2.9, this subsection (i) will govern Receipts which are received by it or on behalf of Borrower from buyers of Real Estate ("ESCROW FUNDS"). The initial deposit made by a buyer shall be deposited in an escrow established by Borrower and the buyer at Title Company. All other Escrow Funds, including, without limitation, the buyer's closing funds and loan proceeds from third party lenders shall be deposited directly with respect to the Receivables into the Collection AccountTitle Company. On each day that a close of an escrow occurs, Title Company shall, in accordance with the instructions Tri-Party Agreement, wire transfer all Escrow Funds which are payable to Borrower at the close of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar escrow to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that the funds on Concentration Bank for deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured therebyConcentration Account.
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Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a the Collection Account Accounts as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (plus any related Bank Partner Retained Percentage) directly to the applicable Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account, directly to the applicable Bank Partner Collection Account, or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account Accounts into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “"Cash Management System”").
(iviii) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent and the Required Lenders in its their sole discretiondiscretions, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the each Collection Account and the Disbursement Account.
(viv) Without the prior written consent of the Administrative AgentAgent and the Required Lenders, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(viv) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the each Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations.
(vi) OppWin acknowledges and agrees that Collections on deposit in each Bank Partner Collection Account shall continue to be collateral security for the Obligations secured thereby.
(vii) Notwithstanding anything herein to the contrary, in no event, will the Borrower permit (and Borrower shall cause Servicer to not permit) at any time, Collections to be held in any account other than (x) an account owned by the Collateral Agent or the Castlelake Representative and maintained with the Collateral Agent, (y) a Collection Account subject to a Collection Account Control Agreement or (z) a Bank Partner Refinance Account subject to a Control Agreement; provided, up to an aggregate amount exceeding $5,000,000 may be maintained in Bank Partner Refinance Accounts with FinWise Bank, or Capital Community Bank without being subject to a Control Agreement until no later than January 31, 2023, (or such later date as the Required Lenders may approve in their discretion).
Appears in 1 contract
Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections and other amounts received in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables (including any Bank Partner Retained Percentage) directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing AgreementAccount, directly to the LockboxDisbursement Account or to the Servicer (or, to the extent a lockbox is required to be established in accordance with Section 5.7(b) below, to such lockbox), in each case as set forth in Section 5.7(b) below, below and (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (aA) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (bB) change any instructions given to any bank or financial institution which in any manner redirects the proceeds of any collections in the Cash Management System to any account which is not subject to a control agreement in favor of the Collateral Agent.
(vi) The Borrower acknowledges and agrees that Collections (excluding, for the funds avoidance of doubt, all payments received by the Borrower and payable to the Bank Partner Originators in respect of the Bank Partner Retained Percentages) on deposit in the Collection Account and the Disbursement Account shall continue to be collateral security for the Secured Obligations secured thereby.
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