Common use of Collateral Account Control Clause in Contracts

Collateral Account Control. (i) The Agent xxxxxx confirms that, as of the Closing Date, the account numbers of each of the Collateral Accounts are as described on Schedule II attached hereto. Each Collateral Account shall constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC for which the Agent shall act as a “bank” within the meaning of Section 9-102 of the UCC, and shall be subject to the exclusive control of the Agent, for the benefit of the Secured Parties, and the Agent, in its capacity as depository bank, will comply with instructions (within the meaning of Section 9-104 of the UCC) originated by the Lenders directing disposition of the funds in such Collateral Account, without further consent by the Borrower, the Servicer or any other Person; provided that, notwithstanding the foregoing, the Agent may direct the disposition of the funds in the Collection Account in accordance with the provisions of Section 2.6 and this Section 8.2. (ii) The Agent xxxxxx confirms and agrees that: (a) the Agent shall not change the name or account number of any Collateral Account without the prior written consent of the Borrower; (b) all property transferred or delivered to the Agent pursuant to this Agreement will be credited to the appropriate Borrower Account in accordance with the terms of this Agreement; (iii) In the event that BPPR, in its capacity as depositary bank, has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any Collateral Account or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, BPPR, in its capacity as such, hereby agrees that such security interest shall be subordinate to the security interest of the Agent for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any Collateral Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Agent, for the benefit of the Secured Parties (except that the Agent may set-off (i) all amounts due to the Agent in its capacity as depository bank in respect of customary fees and expenses for the routine maintenance and operation of the Collateral Accounts, and (ii) the face amount of any checks that have been credited to the Collateral Accounts but are subsequently returned unpaid because of uncollected or insufficient funds).

Collateral Account Control. (i) The Agent xxxxxx confirms that, as of the Closing Date, the account numbers of each of the Collateral Accounts are as described on Schedule II attached hereto. Each Collateral Account shall constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC for which the Agent shall act as a “bank” within the meaning of Section 9-102 of the UCC, and shall be subject to the exclusive control of the Agent, for the benefit of the Secured Parties, and the Agent, in its capacity as depository bank, will comply with instructions (within the meaning of Section 9-104 of the UCC) originated by the Lenders directing disposition of the funds in such Collateral Account, without further consent by the Borrower, the Servicer or any other Person; provided that, notwithstanding the foregoing, the Agent may direct the disposition of the funds in the Collection Account in accordance with the provisions of Section 2.6 and this Section 8.2. (ii) The Agent xxxxxx confirms and agrees that: (a) the Agent shall not change the name or account number of any Collateral Account without the prior written consent of the Borrower; (b) all property transferred or delivered to the Agent pursuant to this Agreement will be credited to the appropriate Borrower Account in accordance with the terms of this Agreement; (iii) In the event that BPPR, in its capacity as depositary bank, has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any Collateral Account or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, BPPR, in its capacity as such, hereby agrees that such security interest shall be subordinate to the security interest of the Agent for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any Collateral Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Agent, for the benefit of the Secured Parties (except that the Agent may set-off (i) all [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. amounts due to the Agent in its capacity as depository bank in respect of customary fees and expenses for the routine maintenance and operation of the Collateral Accounts, and (ii) the face amount of any checks that have been credited to the Collateral Accounts but are subsequently returned unpaid because of uncollected or insufficient funds).