Common use of Changes to Accounts Clause in Contracts

Changes to Accounts. Not add or terminate any bank as the Clearing Account Bank or the Diamond Lockbox Account Bank from those listed on Exhibit E, unless the Administrative Agent shall have received (i) thirty (30) Business Days’ prior notice of such addition, termination or change and (ii) prior to the effective date of such addition, termination or change, (a) either (i) an executed copy of an amendment or supplement to the Clearing Account Control Agreement pursuant to which such Clearing Account Bank becomes a party to the Clearing Account Control Agreement and the Clearing Account becomes subject to the Clearing Account Control Agreement or (ii) an executed copy of an amendment or supplement to the Diamond Lockbox Account Control Agreement pursuant to which such Diamond Lockbox Account Bank becomes a party to the Diamond Lockbox Account Control Agreement and the Diamond Lockbox Account becomes subject to the Diamond Lockbox Account Control Agreement, as applicable and (b) a revised Exhibit E hereto giving effect to any such addition or termination. Notwithstanding the foregoing, at any time after the Account Restructuring Date, the foregoing shall not apply to the Diamond Lockbox Account, it being understood that after the Account Restructuring Date, the Borrower, the Servicer or the Diamond Subservicer may terminate the Diamond Lockbox Account, the Diamond Lockbox Account Control Agreement, and the Intercreditor Agreement in accordance with the terms thereof, provided that (x) prior to the termination of any of the foregoing, the Borrower, or the Servicer on its behalf, shall provide written notice thereof to the Administrative Agent of at least ten (10) Business Days prior to such termination and (y) the Servicer has not observed any material non-compliance issues with Obligors under the Diamond Timeshare Loans directing payments to the HRC Lockbox or Clearing Account, as applicable, following receipt of instructions to do so on the Account Restructuring Obligor Notification Date.

Changes to Accounts. Not add or terminate any bank as the HRC Clearing Account Bank, Bluegreen Clearing Account Bank or the Diamond Lockbox Account Bank from those listed on Exhibit E, unless the Administrative Agent shall have received (i) thirty (30) Business Days’ prior notice of such addition, termination or change and (ii) prior to the effective date of such addition, termination or change, (a) either (i) an executed copy of an amendment or supplement to the Clearing Account Control Agreement pursuant to which such Clearing Account Bank becomes a party to the Clearing Account Control Agreement and the Clearing Account becomes subject to the Clearing Account Control Agreement or (ii) an executed copy of an amendment or supplement to the Diamond Lockbox Account Control Agreement pursuant to which such Diamond Lockbox Account Bank becomes a party to the Diamond Lockbox Account Control Agreement and the Diamond Lockbox Account becomes subject to the Diamond Lockbox Lockboxrelated Account Control Agreement, as applicable and (b) a revised Exhibit E hereto giving effect to any such addition or termination. Notwithstanding the foregoing, at any time on or after the related Account Restructuring Date, the foregoing shall not apply to the Diamond Lockbox Account, the HRC Clearing Account and the Bluegreen Clearing Account, as applicable, it being understood that on or after the related Account Restructuring Date, the Borrower, the Servicer or or, the Diamond Subservicer or the Bluegreen Subservicer, as applicable, may terminate (i) the Diamond Lockbox Account, the Diamond Lockbox Account Control Agreement, and the Intercreditor Agreement, (ii) the HRC Clearing Account and the HRC Clearing Account Control Agreement and/or the (iii) the Bluegreen Clearing Account and the Bluegreen Clearing Account Control Agreement, as applicable, in accordance with the terms thereof, provided that (x) prior to the termination of any of the foregoing, the Borrower, or the Servicer on its behalf, shall provide written notice thereof to the Administrative Agent of at least ten (10) Business Days prior to such termination and and, (y) the Servicer has not observed any material non-compliance issues with the related Obligors under the Diamond Timeshare Loans directing payments to the HRC Lockbox or xxxxx HRC Clearing Account and/or the New Lockbox and the New Clearing Account, as applicable, following receipt of instructions to do so on the related Account Restructuring Obligor Notification Date. and (z) such Diamond Lockbox Account, HCR Clearing Account or Bluegreen Clearing Account, as applicable, is not used by the then Servicer (or subservicer) to receive payments with respect to the related Delinquent Timeshare Loans or Defaulted Timeshare Loans.

Changes to Accounts. Not add or terminate any bank as Borrower shall not and shall cause each other Loan Party not to, without the Clearing Account Bank or the Diamond Lockbox Account Bank from those listed on Exhibit Eprior written consent of Lender, unless the Administrative Agent shall have received (i) thirty (30) Business Days’ prior notice open or permit to remain open any cash, securities or other account of such additionany Loan Party with any bank, termination custodian or change institution other than the Cash Management Account, the Accounts, the Security Deposit Account and (ii) prior the Property Accounts that are subject to the effective date of such addition, termination or change, (a) either (i) an executed copy of an amendment or supplement to the Clearing Account Control Agreement pursuant to which such Clearing Account Bank becomes a party to the Clearing Property Account Control Agreement and the Clearing Account becomes subject to the Clearing Account Control Agreement or Terminated Accounts, (ii) an executed copy change or consent to any change in any account number of an amendment the Cash Management Account, the Accounts or supplement any Property Account, (iii) open or permit to remain open any sub-account of the Cash Management Account (except any Account), the Accounts or any Property Account, (iv) deposit, cause to be deposited or consent to the Diamond Lockbox deposit of any funds of Persons other than Borrower or Borrower TRS to be deposited or held in any of the Cash Management Account, the Accounts or the Property Accounts other than immaterial amounts which are deposited into the Cash Management Account, the Accounts or the Property Accounts due to administrative error that are promptly returned to the appropriate Person or (v) deposit, cause to be deposited, or consent to the deposit of any Collections or other proceeds of any Properties into the Borrower’s Operating Account Control Agreement other than cash that is distributed to Borrower pursuant to which Section 6.8.1(m) or as otherwise permitted by this Agreement; provided that Borrower’s failure to comply with this clause (v) shall not constitute a default unless such Diamond Lockbox Account Bank becomes a party failure is continuing for two (2) Business Days after Borrower has knowledge of such default. Notwithstanding anything herein to the Diamond Lockbox contrary, Xxxxxx and Borrower acknowledge and agree that (a) the Terminated Accounts are not “Accounts”, the “Rent Deposit Account”, the “Security Deposit Account”, the “Borrower’s Operating Account” or “Property Accounts” as defined herein, (b) as of the Closing Date and for a period of thirty (30) days after the Closing Date, the Terminated Accounts may remain open in the name of Borrower, (c) Borrower shall, within thirty (30) days after the Closing Date, close the Terminated Accounts, (d) Borrower shall not deposit any Rents or other revenue generated by the Properties into any Terminated Account Control Agreement after the Closing Date, and the Diamond Lockbox Account becomes (e) such Terminated Accounts shall not be subject to the Diamond Lockbox a Property Account Control Agreement, as applicable and (b) a revised Exhibit E hereto giving effect to any such addition or termination. Notwithstanding the foregoing, at any time after the Account Restructuring Date, the foregoing shall not apply to the Diamond Lockbox Account, it being understood that after the Account Restructuring Date, the Borrower, the Servicer or the Diamond Subservicer may terminate the Diamond Lockbox Account, the Diamond Lockbox Account Control Agreement, and the Intercreditor Agreement in accordance with the terms thereof, provided that (x) prior to the termination of any of the foregoing, the Borrower, or the Servicer on its behalf, shall provide written notice thereof to the Administrative Agent of at least ten (10) Business Days prior to such termination and (y) the Servicer has not observed any material non-compliance issues with Obligors under the Diamond Timeshare Loans directing payments to the HRC Lockbox or Clearing Account, as applicable, following receipt of instructions to do so on the Account Restructuring Obligor Notification Date.