Common use of Deposit Account Clause in Contracts

Deposit Account. (a) IDT, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, shall maintain a single remittance, non-interest bearing deposit account (the “Deposit Account”), which shall be governed by the Deposit Table of Contents Account Control Agreement, for the deposit of funds received from Customers, including payments made to BP pursuant to any POR Program. The Deposit Account shall be in the name of IDT, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect to the Deposit Account shall provide that funds that have been deposited into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit Account. (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held in the Deposit Account shall be deemed to be a reference to the aggregate amount of U.S. Dollars credited to the Deposit Account on the date of determination. Table of Contents

Deposit Account. (a) IDT, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, Borrower shall establish and maintain a single remittance, non-interest bearing deposit account segregated Eligible Account (the “Deposit Account”)) to be held by Agent in trust and for the benefit of Lender, which Deposit Account shall be governed by under the Deposit Table sole dominion and control of Contents Account Control Agreement, for the deposit of funds received from Customers, including payments made to BP pursuant to any POR ProgramLender. The Deposit Account shall be entitled as set forth in the name Cash Management Agreement. Borrower hereby grants to Lender a first priority security interest in the Deposit Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of IDT, but the BP Parties shall have Lender a first-perfected first priority Lien security interest in the Deposit Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. The Deposit Account Control Agreement entered into with respect to Borrower will not in any way alter or modify the Deposit Account and will notify Lender of the account number thereof. Lender and Servicer shall provide that funds that have been deposited into the sole right to make withdrawals from the Deposit Account and all costs and expenses for establishing and maintaining the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made paid by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit AccountBorrower. (b) The Deposit Account and insufficiency of funds on deposit in the Deposit Account Control Agreement related thereto shall be maintained not relieve Borrower from the obligation to make any payments, as and remain in effect with an effective date prior when due pursuant to the first transaction during the Planned Term and until all Obligations under this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (event or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errorscircumstance whatsoever. (c) Once All funds on deposit in the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies occurrence and during the continuance of the account statements for the Deposit Account for an Event of Default may be applied by Lender in such monthorder and priority as Lender shall determine. Such account statements Provided no Event of Default shall indicate deposits, credits have occurred and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to be continuing all funds held on deposit in the Deposit Account shall be deemed to be a reference to applied by Lender in accordance with the aggregate amount of U.S. Dollars credited to the Deposit Account on the date of determination. Table of ContentsCash Management Agreement and this Agreement.

Deposit Account. On or before the Closing Date, one or more deposit accounts shall be established at the Borrowers' sole cost and expense in the name of Lender, as secured party hereunder (asaid accounts, and any accounts replacing same in accordance with this Loan Agreement and the Deposit Account Agreement, collectively, the "DEPOSIT ACCOUNT") IDTwith one or more financial institutions reasonably approved by Lender (collectively, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, shall maintain a single remittance, non-interest bearing deposit account (the “Deposit Account”"DEPOSIT BANK"), which shall be governed pursuant to one or more agreements (collectively, the "DEPOSIT ACCOUNT AGREEMENT") substantially similar to Lender's form or otherwise in form and substance reasonably acceptable to Lender, executed and delivered by the Borrowers and the Deposit Table of Contents Account Control Agreement, for the deposit of funds received from Customers, including payments made to BP pursuant to any POR ProgramBank. The Deposit Account shall be in under the name sole dominion and control of IDTLender (which dominion and control may be exercised by Servicer). Among other things, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect to the Deposit Account Agreement shall provide that funds that the Borrowers shall have been deposited into the Deposit Account shall be remitted automatically on a daily basis no access to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against or control over the Deposit Account, none of which shall b7e debited against the Deposit Account. (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until that all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to available funds held on deposit in the Deposit Account shall be deemed transferred by wire transfer (or transfer via the ACH System) on each Business Day by the Deposit Bank into the Lock Box Account, for application in accordance with the Cash Management Agreement. The Deposit Bank and the Lock Box Account Bank shall be directed to be a reference deliver to the aggregate amount Borrowers copies of U.S. Dollars credited to bank statements and other information made available by the Deposit Bank and the Lock Box Account Bank concerning the Deposit Account and the Lock Box Account. (i) Upon establishing the Deposit Account, (1) the Borrowers shall cause any and all Operating Revenues, including distributions or other payments made directly or indirectly to the Borrowers, Manager, or any of their respective Affiliates, from any Beverage Company, to be deposited promptly into the Deposit Account and in no event later than two (2) Business Days after the same are paid to or for the benefit of the Borrowers, and (2) the Borrowers shall obtain agreements (each, a "CREDIT CARD RECEIVABLES PAYMENT DIRECTION LETTER") from each of the Persons paying or disbursing credit card receivables (the "CREDIT CARD COMPANIES"), substantially similar to Lender's form or otherwise in form and substance reasonably acceptable to Lender, pursuant to which the Credit Card Companies agree to pay all credit card receivables into the Lock Box Account, and acknowledge and agree that Lender shall have a first priority perfected security interest in such credit card receivables. To the extent that the Borrowers or any Person on the Borrowers' behalf holds any Receipts, whether in accordance with this Loan Agreement or otherwise, the Borrowers shall be deemed to hold the same in trust for Lender for the protection of the interests of Lender hereunder and under the Loan Documents. The Borrowers represent and warrant that, as of the date hereof, the only Credit Card Companies paying or disbursing credit card receivables with respect to the Property are Chase Merchant Services, American Express, Discover Financial Service, Diners Club, JCB (Japanese Credit Bureau), and, if any of determination. Table the Borrowers shall hereafter enter into an agreement with any other Credit Card Company pursuant to which such Credit Card Company shall pay credit card receivables with respect to the Properties, such Borrower shall promptly obtain a Credit Card Receivables Payment Direction Letter in form and substance reasonably acceptable to Lender from such Credit Card Company. (ii) The Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with the transactions and other matters contemplated by this Section 7.1, including but not limited to, Lender's reasonable attorneys' fees and expenses, and all reasonable fees and expenses of Contentsthe Deposit Bank and the Lock Box Account Bank, including without limitation their reasonable attorneys' fees and expenses.

Deposit Account. (a) IDT, prior You will at all times maintain an Account at a UK Bank and will provide Us with proper authorization to debit the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, shall maintain a single remittance, non-interest bearing deposit account (the “Deposit Account”), which shall be governed by the Deposit Table of Contents Account Control Agreement, for the deposit of funds received from Customers, including payments made to BP pursuant to any POR Program. The Deposit Account shall be in the name of IDT, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect to the Deposit Account shall provide that funds that have been deposited entity entering into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit AccountMerchant Agreement. (b) The Deposit Account All credits for collected funds and the Deposit Account Control Agreement related thereto shall debits for fees, payments and Chargebacks and other amounts for which You are liable under these Terms and Conditions will be maintained and remain in effect with an effective date prior made to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall You may not close or change the details thereof Account without written notice to Us. Any new Account must comply with the conditions applicable to Accounts under these Terms and Conditions. (d) You will be solely liable for all fees and costs associated with the Account and for all overdrafts and You shall immediately deposit into the Account an amount sufficient to cover any overdraft and any related service charges or fees. (e) All credits and debits to the designated administrators Account made under these Terms and Conditions are subject to review, verification and acceptance by Us. In the event of error, You authorize Us to make correcting credits or debits, as the case may be, without notice to You. (f) You hereby grant to Us a security interest in the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to bethe extent of any and all fees, payments, Chargebacks and other amounts due which may arise under this Agreement, and You will execute any document and obtain any consents or waivers from the Deposit bank at which the Account shall be, separate from all other accounts held is maintained as requested by or under the control or dominion of IDT or Us to protect our security interests. (g) Notwithstanding our agreement to pay any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause funds to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating You to the Deposit Account and the transactions therein reasonably requested Account, We may, from time to time by BPtime, require the settlement of funds to be paid into (i) a settlement account, (ii) a trust account; or (iii) an escrow account. Each reference herein If We require You to funds held in do so, You will enter into a separate agreement with Us (the Deposit Account terms of which shall be deemed agreed at such time), without unreasonable delay, which shall govern the terms in relation to be such account. We may also retain or withhold settlement of any funds due by You if this Agreement is breached as a reference to result of the aggregate amount Your breach of U.S. Dollars credited to the Deposit Account on the date of determination. Table of ContentsYour obligations.

Deposit Account. (a) IDT, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, Borrower shall establish and maintain a single remittancedemand (checking) account with Lender for purposes of this Section. The following account(s) have been opened for the purpose of creating a depository account for the Property: Account No. 9247256632 at TD Bank, non-interest bearing deposit N.A. in the name of Unitil Realty Corp. (or such other account maintained by Borrower at TD Bank, N.A. as Borrower shall designate by written notice to Lender) (the “Deposit Account”). Borrower hereby authorizes Lender, which on or after the date when any amount (including, without limitation, any Expenses) becomes due under the Note, the Mortgage, this Agreement or any other Loan Document, (the “Charge Date”) to charge the Deposit Account, or any other deposit account of Borrower at Lender, to satisfy all amounts due under this Agreement, the Note or the other Loan Documents. If any Charge Date shall fall on a Saturday, Sunday or legal holiday, then the Lender reserves the right to charge the Deposit Account on either the first (1st) Business Day immediately preceding or the first (1st) Business Day immediately following any such Charge Date until the Obligations shall be governed by paid in full. Borrower agrees to have sufficient collected funds in the Deposit Table of Contents Account Control Agreement, to enable Lender to charge such Deposit Account for each payment due under the deposit of funds received from Customers, including payments made to BP pursuant to any POR ProgramLoan Documents on the due date thereof. The failure of Lender to so charge such account due to insufficient funds in such Deposit Account shall be in not affect or limit Borrower’s obligation to make any required payment under the name of IDT, but the BP Parties shall have a first-priority Lien Loan Documents. If sufficient funds are not available in the Deposit Account. The Deposit Account Control Agreement entered into with respect on any Charge Date to pay the amounts then due and payable, Lender, in its sole discretion, is authorized to: (a) charge the Deposit Account and/or such other account(s) for such lesser amount as shall provide that funds that have been deposited into then be available; and/or (b) charge the Deposit Account and/or such other account(s) on such later date or dates that funds shall be remitted automatically on a daily basis available in the Deposit Account and/or such other account(s) to BP for deposit into satisfy the Collateral Accountpayment then due (or balance of such payment then due). Notwithstanding anything the foregoing, Borrower shall only be entitled to the contrary contained receive credit in respect of any Transaction Document, IDT shall be responsible solely payments due for all fees and service funds actually received by Lender as a result of any such charges relating to the Deposit Account and IDT such other account(s). Borrower shall make be liable to Lender for any late fees or interest at the Default Rate on any payments not made on a timely basis by Borrower because of insufficient funds in the Deposit Account on any Charge Date. In the event the Deposit Account continues to contain insufficient funds to fully satisfy the payments due Lender under the Note or any other Loan Document, Borrower shall be responsible for making all such payments from another source and all payments to in no event shall the Account Bank to ensure that no charges are made by obligations of Borrower under the Account Bank against Note or any other Loan Document be affected or diminished as a result of any shortages in the Deposit Account, none it being understood and agreed that Borrower shall at all times remain liable for payment in full of which shall b7e debited against all indebtedness under the Deposit Account. (b) The Deposit Account Note and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errorsLoan Documents. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held in the Deposit Account shall be deemed to be a reference to the aggregate amount of U.S. Dollars credited to the Deposit Account on the date of determination. Table of Contents

Deposit Account. (a) IDTOn or before the Amendment Closing Date, prior to the initial date on one or more deposit accounts, which a Direct Transaction or Credit-Enabled Transaction is effectedshall be Eligible Accounts, shall maintain a single remittancehave been established at the Amendment Date Borrowers’ sole cost and expense, non-interest bearing or designated from existing accounts of the Amendment Date Borrowers, in either case with the Lender as secured party thereunder and, on or before the date of any Addition of an Additional Borrower, one or more deposit account accounts, which shall be Eligible Accounts, shall have been established at such Additional Borrower’s sole cost and expense, or designated from existing accounts of such Additional Borrower, in either case with the Lender as secured party thereunder (said accounts, and any accounts replacing same in accordance with this Loan Agreement and the Deposit Account Agreement, collectively, the “Deposit Account”) with one or more financial institutions reasonably approved by the Lender (collectively, the “Deposit Bank”), which shall be governed pursuant to one or more agreements (collectively, the “Deposit Account Agreement”) substantially similar to the Lender’s form or otherwise in form and substance reasonably acceptable to the Lender, executed and delivered by the Borrowers and the Deposit Table of Contents Account Control Agreement, for the deposit of funds received from Customers, including payments made to BP pursuant to any POR ProgramBank. The Deposit Account shall be in under the name sole dominion and control of IDTthe Lender (which dominion and control may be exercised by the Servicer). Among other things, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect to the Deposit Account Agreement shall provide that funds that the Borrowers shall have been deposited into the Deposit Account shall be remitted automatically on a daily basis no access to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against or control over the Deposit Account, none of which shall b7e debited against the Deposit Account. (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until that all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to available funds held on deposit in the Deposit Account shall be deemed transferred by wire transfer (or transfer via the ACH System) on each Business Day of each calendar week (or if such day is not a Business day, the next such day that is a Business Day) by the Deposit Bank into the Central Account, for application in accordance with the Cash Management Agreement. The Deposit Bank and the Central Account Bank shall be directed to be a reference deliver to the aggregate amount Borrowers copies of U.S. Dollars credited to bank statements and other information made available by the Deposit Bank and the Central Account Bank concerning the Deposit Account on and the date of determination. Table of ContentsCentral Account, respectively.

Deposit Account. (a) IDTFollowing the Closing, prior each of the parties hereto shall, acting reasonably, promptly (and in any case within ninety (90) calendar days), take, or cause to the initial date on which a Direct Transaction be taken, all actions and to do, or Credit-Enabled Transaction is effectedcause to be done, shall all things necessary to establish and at all times maintain a single remittance, non-interest bearing deposit account (the “Deposit Account”) and another segregated account (the “Other Account”) at a mutually agreeable financial institution (the “Depositary Bank”), which and shall be governed by the Deposit Table of Contents Account Control enter into a deposit account agreement containing terms consistent with this Agreement, for in form and substance reasonably satisfactory to Purchasers, the deposit Depositary Bank, Seller and Parent (the consent of funds received from Customers, including payments made Seller and Parent not to BP pursuant to any POR Programbe unreasonably withheld) (the “Deposit Account Agreement”). The Deposit Account shall be in the name of IDT, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect to the Deposit Account shall provide that funds that have been deposited into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for (i) all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit Account. (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held received in the Deposit Account shall be deemed distributed (x) first, to the Oaktree Purchaser Accounts and the Sagard Purchaser Accounts in satisfaction of the Purchased Interests (including any outstanding True-Up Payments required to be a reference paid by Seller to Purchasers in respect of any Impermissible Set-Off pursuant to Section 2.02(e)), with any shortfalls with respect thereto to be satisfied out of the Other Account, and (ii) after the payment to Purchasers of all True-Up Payments in respect of Impermissible Set-Offs pursuant to and in accordance with Section 2.02(e) have been made to Purchasers, any remaining amounts constituting Excluded Assets shall be distributed into Seller Account, in each case (i) and (ii) above in accordance with Purchasers’ joint written instructions to the aggregate amount Depositary Bank and subject in all cases to the terms and conditions of U.S. Dollars credited the Deposit Account Agreement. (b) Prior to execution of the Deposit Account Agreement, all payments under this Agreement shall be made pursuant to Section 2.02. Promptly following the execution and delivery of the Deposit Account Agreement by the Parties hereto and the Depositary Bank, Seller shall amend the Almirall Instruction as set forth on Exhibit F to reflect Seller’s irrevocable instruction to Almirall and Almirall LLC to pay all amounts payable under the License Agreement and the Supply Agreement to the Deposit Account and Seller shall promptly deliver such amended Almirall Instruction to Almirall and Almirall LLC, and (ii) amend each Counterparty Instruction as set forth on Exhibit F to reflect Seller’s irrevocable instruction to Counterparty to pay all amounts payable under the date of determination. Table of Contentsapplicable Other Product License or Other Product Agreement to the Other Account and Seller and shall promptly deliver each such amended Counterparty Instruction to the applicable Counterparty.

Deposit Account. Within thirty (a30) IDTdays after the Closing Date (or such later date as the Lender may determine in its sole discretion), prior the relevant Borrower shall (x) use commercially reasonable efforts to the initial date enter into a Control Agreement with respect to each Deposit Account listed on which a Direct Transaction or Credit-Enabled Transaction is effectedSchedule 6.19, shall maintain a single remittance, non-interest bearing deposit account (the “other than Excluded Deposit Account”)Accounts, which shall include all lockboxes and related lockbox accounts used for the collection of Accounts or (y) close each Deposit Account listed on Schedule 6.19 (other than Excluded Deposit Accounts). Each Loan Party agrees that all invoices rendered and other requests made by any Loan Party for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be governed paid to a Controlled Deposit Account in its name. At the request of the Lender, the Borrower Agent shall cause bank statements and/or other reports to be delivered to the Lender at the same time they are delivered to the relevant Loan Party, accurately setting forth all amounts deposited in each Controlled Deposit Account to ensure the proper transfer of funds as set forth above. All remittances received by any Loan Party on account of Accounts, together with the Deposit Table proceeds of Contents Account Control Agreementany other Collateral, shall be held as the Lender’s property, for its benefit and the benefit of the Lender, by such Loan Party as trustee of an express trust for the Lender’s benefit and such Loan Party shall promptly (and in any event within two (2) Business Days) deposit of funds received from Customers, including payments made to BP pursuant to any POR Programsame in kind in a Controlled Deposit Account. The Deposit Lender retains the right at all times after the occurrence and during the continuance of an Event of Default to notify Account shall be Debtors that a Loan Party’s Accounts have been assigned to the Lender and to collect such Loan Party’s Accounts directly in its own name, or in the name of IDTthe Lender’s agent, but and to charge the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect collection costs and expenses, including reasonable attorneys’ fees, to the Deposit Account shall provide that funds that have been deposited into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit Loan Account. (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held in the Deposit Account shall be deemed to be a reference to the aggregate amount of U.S. Dollars credited to the Deposit Account on the date of determination. Table of Contents

Deposit Account. (a) IDT, prior 1. The Recipient shall cause the Agent to maintain in Dollars a Deposit Account in a commercial bank on terms and conditions satisfactory to the initial date on which a Direct Transaction or CreditBank, including appropriate protection against set-Enabled Transaction is effectedoff, shall maintain a single remittanceseizure and attachment. Except as the Bank may otherwise specify by notice to the Recipient, non-interest bearing deposit account (all withdrawals from the “Deposit Account”), which NBTF Grant Account shall be governed deposited by the Bank into the Deposit Table Account in accordance with the provisions of Contents Account Control Agreement, for this Schedule. Payments out of the deposit of funds received from Customers, including payments made to BP pursuant to any POR Program. The Deposit Account shall be in made exclusively for Eligible Expenditures. For each payment made by the name Agent out of IDT, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect , the Recipient shall cause the Agent, at such time as the Bank shall reasonably request, to furnish to the Deposit Bank such documents and other evidence showing that such payment was made exclusively for Eligible Expenditures. 2. Except as the Bank shall otherwise agree, withdrawals from the NBTF Grant Account shall provide that funds that have been of amounts to be deposited into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into made in accordance with the Collateral Account. Notwithstanding anything procedures set forth in the Management Services Agreement, including: (a) the Recipient shall, promptly after the Effective Date, submit to the contrary contained Bank an application for withdrawal, copied to the Agent, covering the total NBTF Grant amount; (b) upon receipt by the Agent of notice from the Bank that the application referred to in any Transaction Documentsubparagraph (a) above has been received in good order and is acceptable, IDT shall be responsible solely for all fees and service charges relating the Agent may request the Bank to make direct payment to the Deposit Account and IDT to cover the estimated cost of Eligible Expenditures for an initial period of six months; (c) thereafter, the Agent shall make any and all payments submit payment requests to the Bank, copied to the Recipient, based on Financial Monitoring Reports; and (d) upon receipt of a request under subparagraph (c) above, the Bank shall, on behalf of the Recipient, withdraw from the NBTF Grant Account and deposit into the Deposit Account an amount equal to the lesser of: (i) the amount so requested; and (ii) the amount which the Bank has determined, based on the FMR accompanying said application, is required to ensure be deposited in order to finance Eligible Expenditures during the six-month period following the date of such report. Each such deposit into the Deposit Account shall be withdrawn by the Bank from the NBTF Grant Account under one or more of the Deposit Account’s Eligible Categories. 3. Notwithstanding the provisions of Part B.2 of this Schedule, the Bank shall not be required to make further deposits into the Deposit Account: (a) if the Bank determines at any time that no charges are any FMR does not adequately provide the information required pursuant to Section 4.02 of this Agreement; (b) if the Bank determines at any time that all further withdrawals should be made by the Account Recipient directly from the NBTF Grant Account; or (c) if the Recipient shall have failed to furnish to the Bank, within the period of time specified in Section 4.01(b)(ii) of this Agreement, any of the audit reports required to be furnished to the Bank against pursuant to said Section in respect of the audit of (A) the records and accounts for the Deposit AccountAccount or (B) the records and accounts reflecting expenditures with respect to which withdrawals were made on the basis of Financial Monitoring Reports. 4. The Bank shall not be required to make further deposits into the Deposit Account in accordance with the provisions of Part B.2 of this Schedule if, none at any time, the Bank shall have notified the Recipient of its intention to suspend in whole or in part the right of the Recipient to make withdrawals from the NBTF Grant Account pursuant to Section 6.02 of the General Conditions. Upon such notification, the Bank shall determine, in its sole discretion, whether further deposits into the Deposit Account may be made and what procedures should be followed for making such deposits, and shall notify the Recipient of its determination. (a) If the Bank determines at any time that any payment out of the Deposit Account was made for an expenditure which is not an Eligible Expenditure, or was not justified by the evidence furnished to the Bank, the Recipient shall, promptly upon notice from the Bank, provide or cause to be provided such additional evidence as the Bank may request, or deposit or cause to be deposited into the Deposit Account (or, if the Bank shall b7e debited against so request, refund to the Bank) an amount equal to the amount of such payment. (b) If the Bank determines at any time that any amount outstanding in the Deposit Account will not be required to cover payments for Eligible Expenditures during the six-month period following such determination, the Recipient shall cause the Agent promptly upon notice from the Bank, to refund to the Bank such outstanding amount. (c) The Recipient may, upon notice to the Bank, cause to be refunded to the Bank all or any portion of the funds on deposit in the Deposit Account. (d) Refunds to the Bank made pursuant to sub-paragraph (a), (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held in the Deposit Account this paragraph 5 shall be deemed to be a reference to the aggregate amount of U.S. Dollars credited to the Deposit NBTF Grant Account on for subsequent withdrawal or for cancellation in accordance with the date provisions of determination. Table of Contentsthe NBTF Grant Agreement.

Deposit Account. (a) IDT, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, shall maintain a single remittance, non-interest bearing deposit account (the “Deposit Account”), which shall be governed by the Deposit Table of Contents CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*) Account Control Agreement, for the deposit of funds received from Customers, including payments made to BP pursuant to any POR Program. The Deposit Account shall be in the name of IDT, but the BP Parties shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect to the Deposit Account shall provide that funds that have been deposited into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit Account. (b) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held in the Deposit Account shall be deemed to be a reference to the aggregate amount of U.S. Dollars credited to the Deposit Account on the date of determination. Table of ContentsContents CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*)

Deposit Account. (a) IDTUpon the first occurrence of a Cash Management Trigger Event Period, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, Borrower shall promptly establish and maintain a single remittance, non-interest bearing deposit an account (the “Deposit Account”)) with Xxxxx Fargo Bank, which shall be governed National Association, or other bank selected by Borrower and approved by Lender (the “Deposit Table of Contents Account Control Agreement, Bank”) in trust for the deposit benefit of funds received Lender in accordance with an agreement among Borrower, Lender and Deposit Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from Customers, including payments made time to BP pursuant to any POR Programtime (the “Deposit Account Agreement”). The Deposit Account shall be in under the name sole dominion and control of IDT, but the BP Parties Lender. Lender and its servicer shall have a first-priority Lien in the Deposit Account. The Deposit Account Control Agreement entered into with respect sole right to make withdrawals from the Deposit Account shall provide that funds that have been deposited into in accordance with the Deposit Account Agreement. All costs and expenses for establishing and maintaining the Deposit Account shall be remitted automatically on paid by Borrower. (b) On the date hereof, Borrower shall deliver to Lender, and Lender will hold in escrow until the occurrence of a daily basis Cash Management Trigger Event Period, a notification executed by Borrower (the “Rent Direction Letter”), which shall irrevocably notify and direct Manager that upon receipt of such Rent Direction Letter, all Rents and Profits or other amounts due under any Lease and received by Manager or Borrower, shall be delivered within one (1) business day after receipt to BP the Deposit Account. Borrower hereby authorizes Lender to, upon the first occurrence of a Cash Management Trigger Event Period, deliver the Rent Direction Letter to Manager and Borrower shall otherwise cause all Rents and Profits to be delivered to the Deposit Account within one (1) business day of receipt of same by Borrower (including by directing credit card banks and credit card companies with which Borrower or Manager has entered into agreements for deposit into the Collateral Accountclearance of credit card receipts). Notwithstanding anything to the contrary contained herein or in any Transaction Documentother Loan Documents, IDT in the event Borrower or Manager shall be responsible solely for receive any amounts constituting Rents and Profits during a Cash Management Trigger Event Period, Borrower shall, and shall cause Manager to, deposit all fees and service charges relating to such amounts received by Borrower or Manager into the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure that no charges are made by the Account Bank against the Deposit Account, none of which shall b7e debited against the Deposit Account. within one (b1) The Deposit Account and the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating the amounts transferred into the Deposit Account. If the Account Bank makes an error in the amount transferred from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errorsBusiness Day after receipt thereof. (c) Once Borrower shall obtain from Deposit Bank its agreement to transfer, from and after such time as the Deposit Account Bank has been establishedreceived a Cash Management Activation Notice (as hereinafter defined) and until such time as the Deposit Bank has received a Cash Management De-Activation Notice (as hereinafter defined), IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause all amounts on deposit in the Deposit Account to bethe Cash Management Account (as hereinafter defined) in immediately available funds by federal wire transfer once every Business Day. (d) Upon the occurrence and during the continuation of an Event of Default, Lender may, in addition to any and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or rights and remedies available to Lender, apply any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held amounts then on deposit in the Deposit Account to the payment of the Obligations in any order, proportion and priority as Lender may determine in its sole and absolute discretion. (e) The Deposit Account shall not be deemed commingled with other monies held by Borrower or Deposit Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Deposit Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including reasonable attorneys’ fees and expenses) arising from or in any way connected with the Deposit Account and/or the Deposit Account Agreement or the performance of the obligations for which the Deposit Account was established, excluding any such actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses resulting from Lender’s gross negligence or willful misconduct. (h) For purposes of this Article XI, (i) the term “Cash Management Trigger Event Period” shall mean any period commencing on the occurrence of an Event of Default and continuing until the cure of any and all Events of Default, (ii) the term “Cash Management Activation Notice” shall mean a reference to the aggregate amount of U.S. Dollars credited written notice from Lender or its servicer to the Deposit Bank stating that a Cash Management Trigger Event Period has commenced and instructing the Deposit Bank to transfer all available funds in the Deposit Account on to the date of determination. Table of ContentsCash Management Account in accordance with the Deposit Account Agreement, and (iii) the term “Cash Management Deactivation Notice” shall mean a written notice from Lender or its servicer to the Deposit Bank stating that a Cash Management Trigger Event Period no longer exists and instructing the Deposit Bank to transfer all available funds in the Deposit Account to an account designated by Borrower in accordance with the Deposit Account Agreement.

Deposit Account. (a) IDT, On or prior to the initial date on which Closing Date, Obligors shall establish and thereafter maintain with a Direct Transaction or Credit-Enabled Transaction is effectedfinancial institution selected by Lender (as such financial institution may be changed from time to time by Lender in accordance with Section 9.2(d), shall maintain a single remittance, non-interest bearing deposit the "Deposit Account Bank") an operating account (the “"Deposit Account”"), which shall be governed an Eligible Account in the 133 135 name of Lender as secured party and under the sole dominion and control of Lender. For purposes of the foregoing sentence, the definition of Eligible Account shall include an account which is approved by the Deposit Table applicable Rating Agencies rating the Certificates, and the definition of Contents Account Control Agreement, for Eligible Institution shall include an institution whose ratings are approved by the deposit of funds received from Customers, including payments made to BP pursuant to any POR Programapplicable Rating Agencies rating the Certificates. The Deposit Account shall be in the name of IDT, but the BP Parties Obligors shall have a first-priority Lien in no right to make withdrawals from the Deposit Account. The Deposit Account Control Agreement entered into with respect Bank and Obligors shall execute and deliver to Lender on the Closing Date a Deposit Account shall provide that funds that have been deposited into the Deposit Account shall be remitted automatically on a daily basis to BP for deposit into the Collateral Account. Notwithstanding anything to the contrary contained in any Transaction DocumentAgreement which provides, IDT shall be responsible solely for all fees and service charges relating to the Deposit Account and IDT shall make any and all payments to the Account Bank to ensure inter alia, that no charges are made by party other than Lender and the Account Bank against Servicer shall have the Deposit Account, none of which shall b7e debited against right to withdraw funds from the Deposit Account. (b) The Deposit Account and On each Payment Date (or on such prior date as the Deposit Account Control Agreement related thereto shall be maintained and remain in effect with an effective date prior contains the sum applicable to the first transaction during the Planned Term and until all Obligations under this Agreement and any other Transaction Documents are satisfied. After the Deposit Account and the Deposit Account Control Agreement are no longer needed, BP shall take all reasonable actions necessary to terminate them. BP and IDT shall take such actions as may be reasonably necessary to ensure that each Party has access to information in reasonable detail indicating month of the amounts transferred into set forth in Section 9.2(b)(i) through (xiv)) (any such prior date, an "Early Payment Date"), provided no Event of Default has occurred and is continuing, the Deposit Account. If the Account Bank makes an error in the amount transferred Servicer or Lender shall transfer from (or to) the Deposit Account, the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. (c) Once the Deposit Account has been established, IDT shall not change the details thereof or the designated administrators without the prior written consent of BP (which consent shall not be unreasonably withheld or delayed). IDT shall cause the Deposit Account to be, and the Deposit Account shall be, separate from all other accounts held by or under the control or dominion of IDT or any other Person (other than BP, any Affiliate of BP, or any designee or assignee of BP). IDT shall deliver or cause to be delivered to BP as soon as practicable after the end of each calendar month following the Effective Date, copies of the account statements for the Deposit Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. IDT shall provide any additional information or reports relating to the Deposit Account extent available therein, the following payments in the following order of priority (the "Waterfall Payments"); and the transactions therein reasonably requested from time to time by BP. Each reference herein to funds held provided, further, that any sums on deposit in the Deposit Account from the Early Payment Date up to but not including the next succeeding Payment Date, after the Waterfall Payments are made, shall be deemed distributed on a daily basis to Borrowers, provided no Event of Default has occurred and is continuing and provided no Low NOI Period has occurred and is occurring (in which case such amounts shall be distributed to the Reserve Account): (i) to the Tax, Insurance and Ground Rents Escrow Account, the amounts then required to be reserved pursuant to Section 9.4 hereof; (ii) to Lender, the Monthly Debt Service Payment Amount; (iii) during the pendency of a reference monetary or other Specified Default, a Low NOI Period or after the Anticipated Repayment Date (if applicable), to Borrowers, an amount equal to the aggregate amount of U.S. Dollars credited operating expenditures approved by Lender in the applicable Annual Budget (the "Budget Operating Amount") for the month immediately prior to the Deposit month in which such Payment Date occurs, exclusive of any Management Fees and Franchise Fees payable to Affiliates of the Sponsors, but inclusive of amounts necessary to reimburse actual third-party costs of such Property Managers (including salaries and costs for centralized services of the type described in Exhibit B to the Management Contracts, even if payable to Affiliates of Sponsors), provided that (a) no claims are then outstanding against any Obligor for the payment of money which are delinquent for more than 60 days (except for claims such Obligor is both contesting in good faith and as to which such Obligor has escrowed 125% of the amount thereof with Lender) (in the event that such claims are outstanding, Lender shall not be obligated to disburse to Obligors the Budget Operating Amount), and (b) the amounts disbursed to a Obligor pursuant to this clause (iii) shall be used by such Obligor solely to pay operating expenses properly allocable to such month (the receipt by a Obligor on a Payment 134 136 Date of funds pursuant to this clause (iii) shall constitute a representation and covenant by Obligors that the foregoing subclauses (a) and (b) are accurate, unless Obligors shall have notified Lender of any inaccuracy therein prior to such Payment Date). Cost savings from one line item in such budget may be reallocated to other line items in such budget, provided that without the consent of Lender, no such reallocation shall cause an overall variance in the budget of more than 5%; (iv) during the pendency of a monetary or other Specified Default, a Low NOI Period or after an Anticipated Repayment Date (if applicable), to Borrower, an amount equal to the Capital Expenditures approved by Lender in the Annual Budget for the month immediately prior to the month in which such Payment Date occurs (the "Budget Capital Amount"), to the extent that such Capital Expenditures exceed amounts required then to be on deposit in the FF&E Reserve Account pursuant to Section 9.6 hereof, provided that (a) no claims are then outstanding against a Obligor for the payment of money which are delinquent for more than 60 days (except for claims such Obligor is both contesting in good faith and as to which such Obligor has escrowed 125% of the amount thereof with Lender) (in the event that such claims are outstanding, Lender shall not be obligated to disburse to Obligors the Budget Capital Amount), and (b) the amounts disbursed to a Obligor pursuant to this clause (iv) shall be used by such Obligor solely to pay Capital Expenditures properly allocable to such month (the receipt by such Obligor on a Payment Date of funds pursuant to this clause (iv) shall constitute a representation and covenant by Obligors that the date foregoing subclauses (a) and (b) are accurate, unless Obligors shall have notified Lender of determinationany inaccuracy therein prior to such Payment Date). Table Cost savings from one line item in such budget may be reallocated to other line items in such budget, provided that without the consent of ContentsLender, no such reallocation shall cause an overall variance in the budget of more than 5%; (v) to the FF&E Reserve Account, the amount described in Section 9.5; (vi) following the occurrence of any earthquake with respect to any Property or Properties for which earthquake insurance is carried pursuant to Article VIII hereof, to the Earthquake Deductible Account, an amount equal to the deductible on such insurance policies applicable to such Property or Properties; (vii) to Lender, an amount equal to all interest, costs, expenses, fees and other amounts then due and payable under the Loan Documents, other than amounts paid to Lender pursuant to clause (ii); 135 137 (viii) to any Property Managers which are not Affiliates of the Sponsors, in an amount equal to the Management Fee then payable to each such Manager;