Maintenance of Dominion Account Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. Borrowers shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Sweep Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, Agent may, during any Sweep Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.
Maintenance of Account In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Account as follows:
Operating Account To the extent funds are not required to be placed in a lockbox pursuant to any Loan Documents, Property Manager shall deposit all rents and other funds collected from the operation of the Property in a reputable bank or financial institution in a special trust or depository account or accounts for the Property maintained by Property Manager for the benefit of the Company (such accounts, together with any interest earned thereon, shall collectively be referred to herein as the “Operating Account”). Property Manager shall maintain books and records of the funds deposited in and withdrawals from the Operating Account. With funds from Company, Property Manager shall maintain the Operating Account so that an amount at least as great as the budgeted expenses for such month is in the Operating Account as of the first of each month. From the Operating Account, Property Manager shall pay the operating expenses of the Property and any other payments relative to the Property as required by this Agreement. If more than one account is necessary to operate the Property, each account shall have a unique name, except to the extent any Lender requires sub-accounts within any account. Within three (3) months after receipt by Property Manager, all rents and other funds collected in the Operating Account, after payment of all operating expenses, debt service and such amounts as may be determined by the Property Manager to be retained for reserves or improvements, shall be paid to the Company.
Maintenance of Accounts If an institution maintaining the Bank Accounts ceases to be a Qualified Institution, the Servicer will, with the Indenture Trustee’s assistance as necessary, move the Bank Accounts to a Qualified Institution within 30 days.
RECONCILIATION OF RESERVE ACCOUNT Beginning Reserve Account Balance Reserve Account Deposits Made Reserve Account Draw Amount Ending Reserve Account Balance Change in Reserve Account Balance Specified Reserve Balance
Maintenance of Accounts and Records Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.
Debt Service Reserve Account The Debt Service Reserve Account shall have been funded (or credited with funds), to the extent required, in an amount equal to the Debt Service Reserve Required Amount in accordance with the Depositary Agreement.
Maintenance of Collateral Accounts Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.
Yield Maintenance Account On or prior to the Closing Date, the Securities Administrator shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Securities Administrator pursuant to the Yield Maintenance Agreement shall be deposited for the benefit of the Subordinate Certificates and the Class Y Certificates. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreement into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for the Subordinate Certificates on such Distribution Date, sequentially, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in that order, up to the amount of Basis Risk Shortfalls due for each such Class, and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above, and distribute such amounts to the Class Y Certificates. For any Distribution Date on which there is a payment under the Yield Maintenance Agreement and such Yield Maintenance Payment exceeds the related Yield Maintenance Distributable Amount, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class Y Certificates and shall be distributed to the Class Y Certificates pursuant to this Section 4.04. Under the Yield Maintenance Agreement and for each Distribution Date, the Class Y Certificates shall be entitled to a distribution equal to the sum of (i) such excess and (ii) the excess of the related Yield Maintenance Distributable Amount over the amount of unpaid Basis Risk Shortfalls with respect to the related Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Holder of the Class Y Certificates, and the Holder of the Class Y Certificates shall report all amounts of income, reduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Holder of the Class Y Certificates. The Securities Administrator shall terminate the Yield Maintenance Provider upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which the Securities Administrator has actual knowledge. In the event that the Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Subordinate Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Subordinate Certificates), execute a replacement contract comparable to the Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by the Yield Maintenance Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in October 2009, if the aggregate Class Certificate Principal Balance of the Subordinate Certificates equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the Securities Administrator with respect to the Yield Maintenance Agreement shall be distributed directly to the Class Y Certificateholder. After the Distribution Date in October 2009, or upon the termination of the Trust, the Yield Maintenance Agreement shall be terminated.
Operating Accounts (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent.
