Common use of Borrower Account Clause in Contracts

Borrower Account. (i) The Borrower has established the Borrower Account subject to a fully executed Borrower Account Agreement and agrees that, subject to this clause (i), the Administrative Agent shall have exclusive dominion and control of such Borrower Account and all monies, instruments and other property from time to time on deposit therein. The Administrative Agent xxxxxx agrees that until such time as it exercises its right to take exclusive dominion and control of the Borrower Account under Section 7.05(d), the Borrower Account Bank shall be entitled to follow the instructions of the Borrower, or the Administrative Agent on behalf of the Borrower, with respect to the withdrawal, transfer or payment of funds on deposit in the Borrower Account. (ii) During any time after which the Borrower Account is established pursuant to clause (d)(i) above, if, for any reason, the Borrower Account Agreement relating to the Borrower Account terminates or the Borrower Account Bank fails to comply with its obligations under such Borrower Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct the Borrower Account Bank to make all future wire payments to a new Borrower Account in accordance with this Section 6.01(d)(ii). The Borrower shall not close the Borrower Account unless it shall have (A) received the prior written consent of the Administrative Agent and the Requisite Lenders, (B) established a new account with the same Borrower Account Bank or with a new depositary institution satisfactory to the Administrative Agent and the Requisite Lenders, (C) entered into an agreement covering such new account with such Borrower Account Bank or with such new depositary institution substantially in the form of the Borrower Account Agreement or that is satisfactory in all respects to the Administrative Agent and the Requisite Lenders (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become the Borrower Account, such new agreement shall become a Borrower Account Agreement and any new depositary institution shall become the Borrower Account Bank), and (D) taken all such action as the Administrative Agent and the Requisite Lenders shall reasonably require to grant and perfect a first priority Lien in such new Borrower Account to the Administrative Agent under Section 7.01. Except as permitted by this Section 6.01(d), the Borrower shall not, and shall not permit the Servicer to open a new Borrower Account without the prior written consent of the Administrative Agent and the Requisite Lenders.

Borrower Account. Borrower shall use commercially reasonable and diligent efforts to take such actions reasonably necessary to make available to Lender all such electronic and Internet access to Borrower Account information (iincluding balance and account activity information, notifications and alerts), and to cause electronic statements thereof to be delivered to Lender, as Borrower may authorize in accordance with the Account Control Agreement and applicable Account Control Bank policies and procedures. Borrower shall provide a certificate to Lender at least two (2) The Borrower has established Business Days prior to each Due Date setting forth the amount required to be paid to Lender on such Due Date in accordance with Section 2.6(b) and, if applicable, identifying any proceeds of an Excluded Event (and the nature of such Excluded Event) and earnings thereon in or to be deposited in the Borrower Account subject (each, a “Payment Certificate”). Within two (2) Business Days after the later to occur of Lender’s receipt of a fully executed Borrower Account Agreement Payment Certificate and agrees that, subject to this clause (i), the Administrative Agent shall have exclusive dominion and control of such Borrower Account and all monies, instruments and other property from time to time on deposit therein. The Administrative Agent xxxxxx agrees that until such time as it exercises its right to take exclusive dominion and control of the Borrower Account under Section 7.05(d), the Borrower Account Bank shall be entitled to follow the instructions of the Borrower, or the Administrative Agent on behalf of the Borrower, with respect to the withdrawal, transfer or payment of funds on deposit in the Borrower Account. Account of the amounts identified therein, Lender shall instruct Account Control Bank (iiby any means permitted under the Account Control Agreement, including, without limitation, Automated Clearing House transfers) During any time after which to transfer to Lender all amounts deposited in the Borrower Account. Lender shall (x) if such Payment Certificate identifies amounts that properly constitute proceeds of an Excluded Event, pay such proceeds to Borrower in immediately available funds to an account designated by Borrower in such Payment Certificate within two (2) Business Days after Lender receives such amounts transferred to it by Account is established pursuant Control Bank and (y) apply all other amounts transferred to clause (d)(i) above, if, for any reason, the Borrower it by Account Agreement relating to the Borrower Account terminates or the Borrower Account Bank fails to comply with its obligations under such Borrower Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct the Borrower Account Control Bank to make all future wire payments to a new Borrower Account in accordance with this Section 6.01(d)(ii). The Borrower shall not close the Borrower Account unless it shall have (A) received the prior written consent payment of the Administrative Agent and the Requisite LendersLoan, (B) established a new account with the same Borrower Account Bank or with a new depositary institution satisfactory to the Administrative Agent and the Requisite Lenders, (C) entered into an agreement covering such new account with such Borrower Account Bank or with such new depositary institution substantially in the form effective as of the Borrower date Lender receives such amounts transferred to it by Account Agreement or that is satisfactory in all respects Control Bank. As collateral security for Borrower’s obligations to the Administrative Agent and the Requisite Lenders (whereupon, for all purposes of Lender under this Agreement and the other Related Loan Documents, such new account shall become Borrower hereby grants to Lender a present and continuing security interest in (a) the Borrower Account, such new agreement shall become a Borrower Account Agreement (b) all contract rights, claims and any new depositary institution shall become privileges in respect of the Borrower Account Bank)Account, and (Dc) taken all such action cash, checks, money orders and other items of value of Borrower now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, the bank that is a party from time to time under the Account Control Agreement or any agent, bailee or custodian thereof, as well as all proceeds of the Administrative Agent foregoing. Borrower acknowledges that the agreements made by it and the Requisite Lenders shall reasonably require to grant authorizations granted by it in Sections 2, 3, 4 and perfect a first priority Lien 6 of the Account Control Agreement are irrevocable and that the authorizations granted in such new Sections 2, 3, 4 and 6 of the Account Control Agreement are powers coupled with an interest. Borrower acknowledges that it is the Account Control Bank’s customer with respect to the Administrative Agent under Section 7.01. Except as permitted by this Section 6.01(d), the Borrower shall not, and shall not permit the Servicer to open a new Borrower Account without the prior written consent of the Administrative Agent and the Requisite LendersAccount.

Borrower Account. (i) The Borrower has established the Borrower Account subject to a fully executed Borrower Account Agreement and agrees that, subject to this clause (i), the Administrative Agent shall have exclusive dominion and control of such Borrower 744861979 00000000 Account and all monies, instruments and other property from time to time on deposit therein. The Administrative Agent xxxxxx hereby agrees that until such time as it exercises its right to take exclusive dominion and control of the Borrower Account under Section 7.05(d), the Borrower Account Bank shall be entitled to follow the instructions of the Borrower, or the Administrative Agent on behalf of the Borrower, with respect to the withdrawal, transfer or payment of funds on deposit in the Borrower Account. (ii) During any time after which the Borrower Account is established pursuant to clause (d)(i) above, if, for any reason, the Borrower Account Agreement relating to the Borrower Account terminates or the Borrower Account Bank fails to comply with its obligations under such Borrower Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct the Borrower Account Bank to make all future wire payments to a new Borrower Account in accordance with this Section 6.01(d)(ii). The Borrower shall not close the Borrower Account unless it shall have (A) received the prior written consent of the Administrative Agent and the Requisite Lenders, (B) established a new account with the same Borrower Account Bank or with a new depositary institution satisfactory to the Administrative Agent and the Requisite Lenders, (C) entered into an agreement covering such new account with such Borrower Account Bank or with such new depositary institution substantially in the form of the Borrower Account Agreement or that is satisfactory in all respects to the Administrative Agent and the Requisite Lenders (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become the Borrower Account, such new agreement shall become a Borrower Account Agreement and any new depositary institution shall become the Borrower Account Bank), and (D) taken all such action as the Administrative Agent and the Requisite Lenders shall reasonably require to grant and perfect a first priority Lien in such new Borrower Account to the Administrative Agent under Section 7.01. Except as permitted by this Section 6.01(d), the Borrower shall not, and shall not permit the Servicer to open a new Borrower Account without the prior written consent of the Administrative Agent and the Requisite Lenders.