Common use of Product Sourcing Concentration Accounts and Claims Management Concentration Accounts Clause in Contracts

Product Sourcing Concentration Accounts and Claims Management Concentration Accounts. (i) On or prior to the Series 0000-0 Xxxxxxx Xxxx, Xxxxxx Xxxxxx Product Sourcing and Driven Canada Claims Management have established the Canadian Product Sourcing Concentration Account and the Canadian Claims Management Concentration Account. Each Product Sourcing Account and Claims Management Account (that is not a Product Sourcing Concentration Account or Claims Management Concentration Account) opened on or after an applicable Series Closing Date, or such other date of contribution, with respect to Securitization Entities that own a Product Sourcing Business or Claims Management Business is required to be (A) in the name of the applicable Securitization Entity and (B) either (x) subject to an Account Control Agreement or (y) a zero balance account which sweeps daily into an account subject to an Account Control Agreement (including a Product Sourcing Concentration Account or Claims Management Concentration Account, as applicable). After the opening of any such Securitization-Owned Location Concentration Account, the applicable Manager (on behalf of any applicable Securitization Entities or other Service Recipients) will deposit (or cause to be deposited) into the applicable Securitization-Owned Location Concentration Account: (A) all cash revenues generated by the applicable Product Sourcing Business or applicable Claims Management Business within three (3) Business Days following receipt of such cash revenues; and (B) all credit card and debit card proceeds generated by the applicable Product Sourcing Business or applicable Claims Management Business; provided that if such proceeds are not deposited directly into an applicable Concentration Account (including any applicable credit card and debit card sub-account of any such Concentration Account), such proceeds will be deposited within three (3) Business Days following receipt of such credit card and debit card proceeds. (ii) Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business has established and is permitted to maintain local and regional accounts opened prior to the earliest applicable Series Closing Date, or such other date, when the related assets for such Product Sourcing Business or Claims Management Business were contributed to the Securitization Entities pursuant to a Contribution Agreement in connection with the collection of their respective revenues (the “Existing Local Product Sourcing Amounts” and the “Existing Local Claims Management Accounts” respectively, and collectively, the “Existing Local Product Sourcing and Claims Management Accounts”). Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business may establish and is permitted to maintain amounts on deposit at the end of any banking day in Existing Local Product Sourcing and Claims Management Accounts that are not subject to Account Control Agreements to the extent that (x) such Existing Local Product Sourcing and Claims Management Accounts are zero balance accounts which sweep daily into an account subject to an Account Control Agreement or (y) the aggregate maximum amount held in all Existing Local Product Sourcing and Claims Management Accounts in respect of Canadian Securitization Entities does not exceed CAN$3,000,000 and in respect of any applicable U.S. Securitization Entities does not exceed $3,000,000 or such other amount approved by the Control Party (acting at the direction of the Controlling Class Representative); provided that, notwithstanding the foregoing requirements, no Existing Local Product Sourcing and Claims Management Account in respect of Driven Canada Product Sourcing or Driven Canada Claims Management shall be required to be subject to an Account Control Agreement or in compliance with the foregoing conditions until one hundred twenty (120) days following the Series 2020-1 Closing Date. (iii) The applicable Manager may withdraw available amounts on deposit in any Product Sourcing Concentration Account or Claims Management Concentration Account at any time in accordance with the applicable Managing Standard and as otherwise set forth in the Transaction Documents in order to pay operating expenses that are incurred or committed to be paid in respect of the applicable Product Sourcing Business or Claims Management Business in the ordinary course of business, such as the cost of goods sold, labor (including wages, worker’s compensation-related expenses and other labor-related expenses for employees of the applicable Product Sourcing Business or Claims Management Business), insurance (including self-insurance), local advertising expenses, lease and other occupancy expenses, and litigation and settlement costs relating to the applicable Managed Assets and other Excluded Amounts, including insurance company rebates and other fees and payments payable to Franchisees, locations owned by Non-Securitization Entities, Excluded Locations or third parties and Excluded Amounts described in clause (ii) or (iii) of the definition thereof and, at the option of the applicable Securitization Entity, any such Excluded Amount required or reasonably expected to be payable at or prior to the immediately following four (4) Quarterly Payment Dates or for which a reserve is maintained on account of quarterly or annual payment of such Excluded Amounts; provided that, after the occurrence and during the continuance of any Cash Trapping Period, Rapid Amortization Event or Event of Default, all operating expenses withdrawn from any Product Sourcing Concentration Account or Claims Management Concentration Account shall be consistent with a monthly budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and withdrawals of any operating expenses from any such Product Sourcing Concentration Account or Claims Management Concentration Account in excess of amounts set forth in the monthly budget will be subject to (i) the delivery by the applicable Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).

Product Sourcing Concentration Accounts and Claims Management Concentration Accounts. (i) On or prior to the Series 00002020-0 Xxxxxxx Xxxx1 Closing Date, Xxxxxx Xxxxxx Driven Canada Product Sourcing and Driven Canada Claims Management have established the Canadian Product Sourcing Concentration Account and the Canadian Claims Management Concentration Account. Each Product Sourcing Account and Claims Management Account (that is not a Product Sourcing Concentration Account or Claims Management Concentration Account) opened on or after an applicable Series Closing Date, or such other date of contribution, with respect to Securitization Entities that own a Product Sourcing Business or Claims Management Business is required to be (A) in the name of the applicable Securitization Entity and (B) either (x) subject to an Account Control Agreement or (y) a zero balance account which sweeps daily into an account subject to an Account Control Agreement (including a Product Sourcing Concentration Account or Claims Management Concentration Account, as applicable). After the opening of any such Securitization-Owned Location Concentration Account, the applicable Manager (on behalf of any applicable Securitization Entities or other Service Recipients) will deposit (or cause to be deposited) into the applicable Securitization-Owned Location Concentration Account: (A) all cash revenues generated by the applicable Product Sourcing Business or applicable Claims Management Business within three (3) Business Days following receipt of such cash revenues; and (B) all credit card and debit card proceeds generated by the applicable Product Sourcing Business or applicable Claims Management Business; provided that if such proceeds are not deposited directly into an applicable Concentration Account (including any applicable credit card and debit card sub-account of any such Concentration Account), such proceeds will be deposited within three (3) Business Days following receipt of such credit card and debit card proceeds. (ii) Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business has established and is permitted to maintain local and regional accounts opened prior to the earliest applicable Series Closing Date, or such other date, when the related assets for such Product Sourcing Business or Claims Management Business were contributed to the Securitization Entities pursuant to a Contribution Agreement in connection with the collection of their respective revenues (the “Existing Local Product Sourcing Amounts” and the “Existing Local Claims Management Accounts” respectively, and collectively, the “Existing Local Product Sourcing and Claims Management Accounts”). Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business may establish and is permitted to maintain amounts on deposit at the end of any banking day in Existing Local Product Sourcing and Claims Management Accounts that are not subject to Account Control Agreements to the extent that (x) such Existing Local Product Sourcing and Claims Management Accounts are zero balance accounts which sweep daily into an account subject to an Account Control Agreement or (y) the aggregate maximum amount held in all Existing Local Product Sourcing and Claims Management Accounts in respect of Canadian Securitization Entities does not exceed CAN$3,000,000 and in respect of any applicable U.S. Securitization Entities does not exceed $3,000,000 or such other amount approved by the Control Party (acting at the direction of the Controlling Class Representative); provided that, notwithstanding the foregoing requirements, no Existing Local Product Sourcing and Claims Management Account in respect of Driven Canada Product Sourcing or Driven Canada Claims Management shall be required to be subject to an Account Control Agreement or in compliance with the foregoing conditions until one hundred twenty (120) days following the Series 2020-1 Closing Date. (iii) The applicable Manager may withdraw available amounts on deposit in any Product Sourcing Concentration Account or Claims Management Concentration Account at any time in accordance with the applicable Managing Standard and as otherwise set forth in the Transaction Documents in order to pay operating expenses that are incurred or committed to be paid in respect of the applicable Product Sourcing Business or Claims Management Business in the ordinary course of business, such as the cost of goods sold, labor (including wages, worker’s compensation-related expenses and other labor-related expenses for employees of the applicable Product Sourcing Business or Claims Management Business), insurance (including self-insurance), local advertising expenses, lease and other occupancy expenses, and litigation and settlement costs relating to the applicable Managed Assets and other Excluded Amounts, including insurance company rebates and other fees and payments payable to Franchisees, locations owned by Non-Securitization Entities, Excluded Locations or third parties and Excluded Amounts described in clause (ii) or (iii) of the definition thereof and, at the option of the applicable Securitization Entity, any such Excluded Amount required or reasonably expected to be payable at or prior to the immediately following four (4) Quarterly Payment Dates or for which a reserve is maintained on account of quarterly or annual payment of such Excluded Amounts; provided that, after the occurrence and during the continuance of any Cash Trapping Period, Rapid Amortization Event or Event of Default, all operating expenses withdrawn from any Product Sourcing Concentration Account or Claims Management Concentration Account shall be consistent with a monthly budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and withdrawals of any operating expenses from any such Product Sourcing Concentration Account or Claims Management Concentration Account in excess of amounts set forth in the monthly budget will be subject to (i) the delivery by the applicable Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).

Product Sourcing Concentration Accounts and Claims Management Concentration Accounts. (i) On or prior to the Series 0000-0 Xxxxxxx Xxxx, Xxxxxx Xxxxxx Product Sourcing and Driven Canada Claims Management have established the Canadian Product Sourcing Concentration Account and the Canadian Claims Management Concentration Account. Each Product Sourcing Account and Claims Management Account (that is not a Product Sourcing Concentration Account or Claims Management Concentration Account) opened on or after an applicable Series Closing Date, or such other date of contribution, with respect to Securitization Entities that own a Product Sourcing Business or Claims Management Business is required to be (A) in the name of the applicable Securitization Entity and (B) either (x) subject to an Account Control Agreement or (y) a zero balance account which sweeps daily into an account subject to an Account Control Agreement (including a Product Sourcing Concentration Account or Claims Management Concentration Account, as applicable). After the opening of any such Securitization-Owned Location Concentration Account, the applicable Manager (on behalf of any applicable Securitization Entities or other Service Recipients) will deposit (or cause to be deposited) into the applicable Securitization-Owned Location Concentration Account: (A) all cash revenues generated by the applicable Product Sourcing Business or applicable Claims Management Business within three (3) Business Days following receipt of such cash revenues; and (B) all credit card and debit card proceeds generated by the applicable Product Sourcing Business or applicable Claims Management Business; provided that if such proceeds are not deposited directly into an applicable Concentration Account (including any applicable credit card and debit card sub-account of any such Concentration Account), such proceeds will be deposited within three (3) Business Days following receipt of such credit card and debit card proceeds. (ii) Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business has established and is permitted to maintain local and regional accounts opened prior to the earliest applicable Series Closing Date, or such other date, when the related assets for such Product Sourcing Business or Claims Management Business were contributed to the Securitization Entities pursuant to a Contribution Agreement in connection with the collection of their respective revenues (the “Existing Local Product Sourcing Amounts” and the “Existing Local Claims Management Accounts” respectively, and collectively, the “Existing Local Product Sourcing and Claims Management Accounts”). Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business may establish and is permitted to maintain amounts on deposit at the end of any banking day in Existing Local Product Sourcing and Claims Management Accounts that are not subject to Account Control Agreements to the extent that (x) such Existing Local Product Sourcing and Claims Management Accounts are zero balance accounts which sweep daily into an account subject to an Account Control Agreement or (y) the aggregate maximum amount held in all Existing Local Product Sourcing and Claims Management Accounts in respect of Canadian Securitization Entities does not exceed CAN$3,000,000 and in respect of any applicable U.S. Securitization Entities does not exceed $3,000,000 or such other amount approved by the Control Party (acting at the direction of the Controlling Class Representative); provided that, notwithstanding the foregoing requirements, no Existing Local Product Sourcing and Claims Management Account in respect of Driven Canada Product Sourcing or Driven Canada Claims Management shall be required to be subject to an Account Control Agreement or in compliance with the foregoing conditions until one hundred twenty (120) days following the Series 2020-1 Closing Date. (iii) The applicable Manager may withdraw available amounts on deposit in any Product Sourcing Concentration Account or Claims Management Concentration Account at any time in accordance with the applicable Managing Standard and as otherwise set forth in the Transaction Documents in order to pay operating expenses that are incurred or committed to be paid in respect of the applicable Product Sourcing Business or Claims Management Business in the ordinary course of business, such as the cost of goods sold, labor (including wages, worker’s compensation-related expenses and other labor-related expenses for employees of the applicable Product Sourcing Business or Claims Management Business), insurance (including self-insurance), local advertising expenses, lease and other occupancy expenses, and litigation and settlement costs relating to the applicable Managed Assets and other Excluded Amounts, including insurance company rebates and other fees and payments paymentpayments payable to Franchisees, locations owned by Non-Securitization Entities, Excluded Locations or third parties and Excluded Amounts described in clause (ii) or (iii) of the definition thereof and, at the option of the applicable Securitization Entity, any such Excluded Amount required or reasonably expected to be payable at or prior to the immediately following four (4) Quarterly Payment Dates or for which a reserve is maintained on account of quarterly or annual payment of such Excluded Amounts; provided that, after the occurrence and during the continuance of any Cash Trapping Period, Rapid Amortization Event or Event of Default, all operating expenses withdrawn from any Product Sourcing Concentration Account or Claims Management Concentration Account shall be consistent with a monthly budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and withdrawals of any operating expenses from any such Product Sourcing Concentration Account or Claims Management Concentration Account in excess of amounts set forth in the monthly budget will be subject to (i) the delivery by the applicable Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).

Product Sourcing Concentration Accounts and Claims Management Concentration Accounts. (i) On or prior to the Series 0000-0 Xxxxxxx Xxxx, Xxxxxx Xxxxxx Product Sourcing and Driven Canada Claims Management have established the Canadian Product Sourcing Concentration Account and the Canadian Claims Management Concentration Account. Each Product Sourcing Account and Claims Management Account (that is not a Product Sourcing Concentration Account or Claims Management Concentration Account) opened on or after an applicable Series Closing Date, or such other date of contribution, with respect to Securitization Entities that own a Product Sourcing Business or Claims Management Business is required to be (AiA) in the name of the Take 5 Propertiesthe applicable Securitization Entity and (BiiB) either (x) subject to an Account Control Agreement or (y) a zero balance account which sweeps daily into an account subject to an Account Control Agreement Agreement. (including a Product Sourcing Concentration Account or Claims Management Concentration Account, as applicable). After the opening of any such Securitization-Owned Location Concentration Account, the applicable Manager (on behalf of any applicable Securitization Entities or other Service Recipients) will deposit (or cause to be deposited) into the applicable Securitization-Owned Location Concentration Account: (A) all cash revenues generated by the applicable Product Sourcing Business or applicable Claims Management Business within three (3) Business Days following receipt of such cash revenues; and (B) all credit card and debit card proceeds generated by the applicable Product Sourcing Business or applicable Claims Management Business; provided that if such proceeds are not deposited directly into an applicable Concentration Account (including any applicable credit card and debit card sub-account of any such Concentration Account), such proceeds will be deposited within three (3) Business Days following receipt of such credit card and debit card proceeds. (ii) Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business has established and is permitted to maintain local and regional accounts opened prior to the earliest applicable Series Closing Date, or such other date, when the related assets for such Product Sourcing Business or Claims Management Business were contributed to the Securitization Entities pursuant to a Contribution Agreement in connection with the collection of their respective revenues (the “Existing Local Product Sourcing Amounts” and the “Existing Local Claims Management Accounts” respectively, and collectively, the “Existing Local Product Sourcing and Claims Management Accounts”). Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business may establish and is permitted to maintain amounts on deposit at the end of any banking day in Existing Local Product Sourcing and Claims Management Accounts that are not subject to Account Control Agreements to the extent that (x) such Existing Local Product Sourcing and Claims Management Accounts are zero balance accounts which sweep daily into an account subject to an Account Control Agreement or (y) the aggregate maximum amount held in all Existing Local Product Sourcing and Claims Management Accounts in respect of Canadian Securitization Entities does not exceed CAN$3,000,000 and in respect of any applicable U.S. Securitization Entities does not exceed $3,000,000 or such other amount approved by the Control Party (acting at the direction of the Controlling Class Representative); provided that, notwithstanding the foregoing requirements, no Existing Local Product Sourcing and Claims Management Account in respect of Driven Canada Product Sourcing or Driven Canada Claims Management shall be required to be subject to an Account Control Agreement or in compliance with the foregoing conditions until one hundred twenty (120) days following the Series 2020-1 Closing Date. (iii) The applicable Manager may withdraw available amounts on deposit in any Product Sourcing Concentration Account or Claims Management Concentration Account at any time in accordance with the applicable Managing Standard and as otherwise set forth in the Transaction Documents in order to pay operating expenses that are incurred or committed to be paid in respect of the applicable Product Sourcing Business or Claims Management Business in the ordinary course of business, such as the cost of goods sold, labor (including wages, worker’s compensation-related expenses and other labor-related expenses for employees of the applicable Product Sourcing Business or Claims Management Business), insurance (including self-insurance), local advertising expenses, lease and other occupancy expenses, and litigation and settlement costs relating to the applicable Managed Assets and other Excluded Amounts, including insurance company rebates and other fees and payments payable to Franchisees, locations owned by Non-Securitization Entities, Excluded Locations or third parties and Excluded Amounts described in clause (ii) or (iii) of the definition thereof and, at the option of the applicable Securitization Entity, any such Excluded Amount required or reasonably expected to be payable at or prior to the immediately following four (4) Quarterly Payment Dates or for which a reserve is maintained on account of quarterly or annual payment of such Excluded Amounts; provided that, after the occurrence and during the continuance of any Cash Trapping Period, Rapid Amortization Event or Event of Default, all operating expenses withdrawn from any Product Sourcing Concentration Account or Claims Management Concentration Account shall be consistent with a monthly budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and withdrawals of any operating expenses from any such Product Sourcing Concentration Account or Claims Management Concentration Account in excess of amounts set forth in the monthly budget will be subject to (i) the delivery by the applicable Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).