Common use of Lockbox Accounts Clause in Contracts

Lockbox Accounts. (a) On or prior to the Closing Date, the Lockbox Accounts shall have been established and shall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager shall, or shall cause, all Collections related to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the Intercreditor Agreement. So long as the Manager is EXLP or an EXLP Affiliate, the Manager shall comply with its obligations and duties under the Intercreditor Agreement. Immediately after the completion of the daily allocation of funds in the Lockbox Accounts, all Collections allocable to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an Event of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accounts shall be made in accordance with the terms of the Intercreditor Agreement. (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provide to the Issuer, each Series Enhancer and the Indenture Trustee a copy of each daily cash reconciliation prepared during the preceding week. At any time during the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys shall be entitled, at the expense of the Manager, to visit the Manager’s office and conduct a review of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may be, the Back-up Manager and the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as the Issuer’s and the Lessor’s attorney-in-fact, to endorse any User Contract compression payments deposited in a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the Lessor, which authorization is coupled with an interest.

Lockbox Accounts. (a) On or prior to the Closing Date, the Effective Date each Lockbox Accounts shall have been established and Bank shall be under the exclusive control of the Intercreditor Collateral Agent, and instructed by the Manager shallto transfer to the related Lockbox Account, or shall causeon a daily basis, all Collections related to its Domestic Contract Compression Business to be deposited items in one of the Lockbox Accounts, in each case, in accordance with the terms of the Intercreditor Agreementapplicable Lockbox. So long as no Trigger Event is continuing, each Lockbox Bank will remit to the Manager on a daily basis (but subject to the Lockbox Bank's customary funds availability schedule), all lease revenues and other amounts received with respect to both the Owner Compressors and the Other UCI Compressors. So long as a Trigger Event is EXLP or an EXLP Affiliatecontinuing, all collections in the Manager shall comply with its obligations and duties under Lockbox Account which are allocable to the Intercreditor AgreementOwner Compressors will be segregated from all such amounts that are allocable to the Other UCI Compressors within one (1) Business Day after receipt thereof and, in any event, prior to the release to UCI of any such collateral relating to the UCI Compressors. Immediately after the completion of the such daily cash allocation of funds in the Lockbox Accounts, all Collections available cash remittances allocable to the Securitization Collateral Owner Compressors will be transferred remitted directly to the Trust Head Lessee Collection Account. Upon the occurrence of an Event of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accounts shall be made in accordance with the terms of the Intercreditor Agreement. (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provide to the Issuer, each Series Enhancer and the Indenture Trustee Owner a copy of each daily cash reconciliation prepared during the preceding week. At any time during During the continuation of a Trigger Event, each of the IssuerOwners, the Deal Agent and each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys Entitled Party shall be entitled, at the expense of the Manager, to visit the Manager’s 's office and conduct a review of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a . The Manager Default and, upon the occurrence and the continuation of such event, as the case may bea Trigger Event, the Back-up Manager and the Requisite Global Majority (or their designees)Indenture Trustee, are each hereby authorized and empowered, as the Issuer’s and the Lessor’s Owner's attorney-in-fact, to endorse any User Contract compression payments item relating to an Owner Compressor deposited in a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the LessorOwner, which authorization is coupled with an interest. Such authorization shall continue in effect until revoked by the Owner in writing.

Lockbox Accounts. (a) On The Reinsurer shall establish one or prior more lockboxes and accounts in the name of the Reinsurer to be used solely with respect to the Closing DateRecoverables (each lockbox and related account, a "Lockbox Account"). The Lockbox Accounts shall be owned by the Reinsurer and all Recoverables received directly by the Reinsurer or any of its Affiliates shall be deposited in the Lockbox Accounts. The Reinsurer may, and at the request of the Reinsurer the Ceding Company shall, give written notice to each Person responsible for payment of any Recoverables after the Effective Time that such Recoverables have been sold and assigned to the Reinsurer and that payment thereof is to be made to the Reinsurer at the Lockbox Account designated by the Reinsurer. The Parties acknowledge that the Lockbox Accounts shall have been established and shall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager shall, or shall cause, all Collections related subject to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the Intercreditor Account Control Agreement (the "Lockbox Control Agreement. So long as ") being entered into concurrently herewith by the Manager is EXLP or an EXLP AffiliateCeding Company, the Manager shall comply Reinsurer and each bank with its obligations which a Lockbox Account is maintained (the "Lockbox Banks"). On and duties under the Intercreditor Agreement. Immediately after the completion date hereof, if the Reinsurer establishes any additional Lockbox Account, upon the establishment of such Lockbox Account, it shall be subject to an account control agreement with the daily allocation of funds in relevant lockbox bank substantially similar to the Lockbox AccountsControl Agreement entered into by the Ceding Company, all Collections allocable the Reinsurer and each bank with which such Lockbox Account is maintained. (a) Prior to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an a Triggering Event of Default or a Manager DefaultRecapture Triggering Event, the disbursement disposition of the Collections assets in the Lockbox Accounts shall be made in accordance with at the terms sole direction and discretion of the Intercreditor AgreementReinsurer. Subject to Section 3.11(b) below, upon the occurrence, and during the continuance, of a Triggering Event or a Recapture Triggering Event, Recoverables collected in the Lockbox Accounts shall be transferred by the Reinsurer directly to the Custodial Account on a daily basis. (b) During Upon the continuation occurrence, and during the continuance, of a Trigger Event, Recapture Triggering Event and upon notice by the Manager shall, on a weekly basis, provide Ceding Company to the Issuer, each Series Enhancer Reinsurer and the Indenture Trustee a copy Lockbox Banks, (x) the Reinsurer shall cease to be entitled to direct the disposition of each daily cash reconciliation prepared during assets in the preceding week. At any time during Lockbox Accounts and (y) the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys Ceding Company shall be entitled, at without the expense consent of the ManagerReinsurer, to visit direct the Manager’s office and conduct a review Lockbox Banks to transfer assets in the Lockbox Accounts to the Custodial Account. During any period in which the Ceding Company is entitled to give the direction referred to in clause (y) of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may bepreceding sentence, the Back-up Manager and Ceding Company shall cause Recoverables collected in the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as Lockbox Accounts to be transferred to the Issuer’s and the Lessor’s attorney-in-fact, to endorse any User Contract compression payments deposited in Custodial Account on a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the Lessor, which authorization is coupled with an interestdaily basis.

Lockbox Accounts. (a) On or prior to the Closing Date, the Lockbox Accounts Account shall have been established and shall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager UCI, as Manager, shall, or shall cause, all Collections related to its Domestic Contract Compression Business to be deposited in one of the Lockbox AccountsAccount, in each case, in accordance with the terms of the Intercreditor Agreement and the Letter Agreement. So long as the Manager is EXLP UCI or an EXLP a Universal Affiliate, the Manager UCI shall comply with its obligations and duties under the Intercreditor Agreement and the Letter Agreement. Immediately after the completion of the such daily allocation of funds in the Lockbox Accountsallocation, all Collections allocable to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an Event of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accounts shall be made in accordance with the terms of the Intercreditor Agreement. (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provide to the Issuer, each Series Enhancer and the Indenture Trustee a copy of each daily cash reconciliation prepared during the preceding week. At any time during the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys shall be entitled, at the expense of the Manager, to visit the Manager’s office and conduct a review of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may be, the Back-up Manager and the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as the Issuer’s and the Lessor’s attorney-in-fact, to endorse any User Contract contract compression payments relating to an Owner Compressor deposited in a Lockbox Account lockbox or presented for deposit in any Lockbox Account lockbox account requiring the endorsement of the Issuer or the LessorIssuer, which authorization is coupled with an interest.

Lockbox Accounts. (a) On The Reinsurer shall establish one or prior more lockboxes and accounts in the name of the Reinsurer to be used solely with respect to the Closing DateRecoverables (each lockbox and related account, a "Lockbox Account"). The Lockbox Accounts shall be owned by the Reinsurer and all Recoverables received directly by the Reinsurer or any of its Affiliates shall be deposited in the Lockbox Accounts. The Reinsurer may, and at the request of the Reinsurer the Ceding Company shall, give written notice to each Person responsible for payment of any Recoverables after the Effective Time that such Recoverables have been sold and assigned to the Reinsurer and that payment thereof is to be made to the Reinsurer at the Lockbox Account designated by the Reinsurer. The Parties acknowledge that the Lockbox Accounts shall have been established and shall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager shall, or shall cause, all Collections related subject to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the Intercreditor Account Control Agreement (the "Lockbox Control Agreement. So long as ") being entered into concurrently herewith by the Manager is EXLP or an EXLP AffiliateCeding Company, the Manager shall comply Reinsurer and each bank with its obligations which a Lockbox Account is maintained (the "Lockbox Banks"). On and duties under the Intercreditor Agreement. Immediately after the completion date hereof, if the Reinsurer establishes any additional Lockbox Account, upon the establishment of such Lockbox Account, it shall be subject to an account control agreement with the daily allocation of funds in relevant lockbox bank substantially similar to the Lockbox AccountsControl Agreement entered into by the Ceding Company, all Collections allocable the Reinsurer and each bank with which such Lockbox Account is maintained. (a) Prior to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an a Triggering Event of Default or a Manager DefaultRecapture Triggering Event, the disbursement disposition of the Collections assets in the Lockbox Accounts shall be made in accordance with at the terms sole direction and discretion of the Intercreditor AgreementReinsurer. Subject to Section 3.9(b) below, upon the occurrence, and during the continuance, of a Triggering Event or a Recapture Triggering Event, Recoverables collected in the Lockbox Accounts shall be transferred by the Reinsurer directly to the Custodial Account on a daily basis. (b) During Upon the continuation occurrence, and during the continuance, of a Trigger Event, Recapture Triggering Event and upon notice by the Manager shall, on a weekly basis, provide Ceding Company to the Issuer, each Series Enhancer Reinsurer and the Indenture Trustee a copy Lockbox Banks, (x) the Reinsurer shall cease to be entitled to direct the disposition of each daily cash reconciliation prepared during assets in the preceding week. At any time during Lockbox Accounts and (y) the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys Ceding Company shall be entitled, at without the expense consent of the ManagerReinsurer, to visit direct the Manager’s office and conduct a review Lockbox Banks to transfer assets in the Lockbox Accounts to the Custodial Account. During any period in which the Ceding Company is entitled to give the direction referred to in clause (y) of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may bepreceding sentence, the Back-up Manager and Ceding Company shall cause Recoverables collected in the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as Lockbox Accounts to be transferred to the Issuer’s and the Lessor’s attorney-in-fact, to endorse any User Contract compression payments deposited in Custodial Account on a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the Lessor, which authorization is coupled with an interestdaily basis.

Lockbox Accounts. (a) On or prior to the Closing initial Series Issuance Date, the Lockbox Accounts shall have been established and shall be under the exclusive control of the respective Intercreditor Collateral AgentAgents, and the Manager shall, or shall cause, all Collections related to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the applicable Intercreditor Agreement. So long as the Manager is EXLP EI or an EXLP Exterran Affiliate, the Manager shall comply with its obligations and duties under the Intercreditor AgreementAgreements. Immediately after the completion of the daily allocation of funds in the Lockbox Accounts, all Collections allocable to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an Event of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accounts shall be made in accordance with the terms of the applicable Intercreditor Agreement. (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provide to the Issuer, each Series Enhancer and the Indenture Trustee a copy of each daily cash reconciliation prepared during the preceding week. At any time during the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys shall be entitled, at the expense of the Manager, to visit the Manager’s office and conduct a review of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may be, the Back-up Manager and the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as the Issuer’s and the ABS Lessor’s attorney-in-fact, to endorse any User Contract contract compression payments relating to an Owner Compressor deposited in a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the ABS Lessor, which authorization is coupled with an interest.

Lockbox Accounts. (a) On The Reinsurer shall establish one or prior more lockboxes and accounts in the name of the Reinsurer to be used solely with respect to the Closing DateRecoverables (each lockbox and related account, a “Lockbox Account”). The Lockbox Accounts shall be owned by the Reinsurer and all Recoverables received directly by the Reinsurer or any of its Affiliates shall be deposited in the Lockbox Accounts. The Reinsurer may, and at the request of the Reinsurer the Ceding Company shall, give written notice to each Person responsible for payment of any Recoverables after the Effective Time that such Recoverables have been sold and assigned to the Reinsurer and that payment thereof is to be made to the Reinsurer at the Lockbox Account designated by the Reinsurer. The Parties acknowledge that the Lockbox Accounts shall have been established and shall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager shall, or shall cause, all Collections related subject to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the Intercreditor Account Control Agreement (the “Lockbox Control Agreement. So long as ”) being entered into concurrently herewith by the Manager is EXLP or an EXLP AffiliateCeding Company, the Manager shall comply Reinsurer and each bank with its obligations which a Lockbox Account is maintained (the “Lockbox Banks”). On and duties under the Intercreditor Agreement. Immediately after the completion date hereof, if the Reinsurer establishes any additional Lockbox Account, upon the establishment of such Lockbox Account, it shall be subject to an account control agreement with the daily allocation of funds in relevant lockbox bank substantially similar to the Lockbox AccountsControl Agreement entered into by the Ceding Company, all Collections allocable the Reinsurer and each bank with which such Lockbox Account is maintained. (a) Prior to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an a Triggering Event of Default or a Manager DefaultRecapture Triggering Event, the disbursement disposition of the Collections assets in the Lockbox Accounts shall be made in accordance with at the terms sole direction and discretion of the Intercreditor AgreementReinsurer. Subject to Section 3.11(b) below, upon the occurrence, and during the continuance, of a Triggering Event or a Recapture Triggering Event, Recoverables collected in the Lockbox Accounts shall be transferred by the Reinsurer directly to the Custodial Account on a daily basis. (b) During Upon the continuation occurrence, and during the continuance, of a Trigger Event, Recapture Triggering Event and upon notice by the Manager shall, on a weekly basis, provide Ceding Company to the Issuer, each Series Enhancer Reinsurer and the Indenture Trustee a copy Lockbox Banks, (x) the Reinsurer shall cease to be entitled to direct the disposition of each daily cash reconciliation prepared during assets in the preceding week. At any time during Lockbox Accounts and (y) the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys Ceding Company shall be entitled, at without the expense consent of the ManagerReinsurer, to visit direct the Manager’s office and conduct a review Lockbox Banks to transfer assets in the Lockbox Accounts to the Custodial Account. During any period in which the Ceding Company is entitled to give the direction referred to in clause (y) of all backup documentation supporting the daily cash allocation report. (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may bepreceding sentence, the Back-up Manager and Ceding Company shall cause Recoverables collected in the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as Lockbox Accounts to be transferred to the Issuer’s and the Lessor’s attorney-in-fact, to endorse any User Contract compression payments deposited in Custodial Account on a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the Lessor, which authorization is coupled with an interestdaily basis.