Common use of Disbursement Account Clause in Contracts

Disbursement Account. Not later than the Closing Date, Borrower shall establish the Disbursement Account with Lender. Borrower shall continuously maintain the Disbursement Account with Lender during the entire term of this Agreement and continuing until the Loan and all other Obligations of Borrower to Lender shall have been indefeasibly repaid in full. The Disbursement Account shall be subject to the control of Lender and all transfers, withdrawals and disbursement of funds deposited therein shall be subject to the prior approval of Lender. Without limiting any provision herein or under applicable law, Borrower hereby grants and Lender shall have a first priority security interest in the Disbursement Account and in all funds now or hereafter in the Disbursement Account (including but not limited to all funds hereafter deposited in the Disbursement Account). This Agreement constitutes an agreement providing Lender with “control of a deposit account” in accordance with Article 9 of the United Commercial Code as now and hereafter in effect in the State of New York State (the "UCC") and the Borrower and Lender intend Lender's security interest to be automatically perfected by reason of such control. Without limiting any other rights available to Lender herein, at law or in equity, Lender is hereby authorized to debit from the Disbursement Account or any other account maintained by any or both Borrowers with Lender, any and all fees, costs and expenses incurred or to be incurred by Borrower hereunder, including, without limitation, transaction costs, disbursements and fees and Lender’s attorneys fees required to be paid by Borrower under this Credit Agreement.

Disbursement Account. Not later than the Closing Date, The Borrower shall establish provide notice to the Lender of each requested withdrawal from the Disbursement Account with pursuant to Section 10.4(g). Prior to the earlier of (a) the occurrence and continuation of an Event of Default and (b) the establishment of a reconstituted Disbursement Account pursuant to Section 10.36(b), the Borrower may make withdrawals from the Disbursement Account, and after the establishment of a reconstituted Disbursement Account pursuant to Section 10.36(b) (but not upon the occurrence and continuation of an Event of Default) the Borrower may request that the Lender make withdrawals from the Disbursement Account, in any case no more frequently than bi-weekly; provided, in each case that withdrawals made for any one-month period shall not in the aggregate exceed 103% of the operating budget for such period set forth in the Budget without the prior written consent of the Lender. ; and provided, further, in each case, that notwithstanding anything to the contrary in this Agreement, in the event that the Borrower shall continuously maintain make or request withdrawals in the Disbursement Account with Lender aggregate exceeding 100% of the budgeted amount for any such one-month period, the amount available for withdrawal during the entire term immediately succeeding one-month period shall be automatically and without further action reduced by the amount of this Agreement and continuing until such excess. Notwithstanding the Loan and all other Obligations of foregoing, any payment made or requested to be made by the Borrower to the Lender shall have been indefeasibly repaid in full. The Disbursement Account shall connection with the Obligations or any transfer or withdrawal made or requested to be subject to made by the control Borrower of Lender interest, dividends or other income generated by the funds and all transfers, withdrawals and disbursement of funds other assets deposited therein shall be subject to the prior approval of Lender. Without limiting any provision herein or under applicable law, Borrower hereby grants and Lender shall have a first priority security interest in the Disbursement Account and in all funds now or hereafter in the Disbursement Account (including but which interest, dividends, and other income shall only be transferred into a separate account of the Borrower), whether or not limited to all funds hereafter deposited reflected in the Disbursement Account). This Agreement constitutes an agreement providing Lender with “control of Budget, shall be a deposit account” in accordance with Article 9 of the United Commercial Code as now and hereafter in effect in the State of New York State (the "UCC") and the Borrower and Lender intend Lender's security interest to be automatically perfected by reason of such control. Without limiting any other rights available to Lender herein, at law or in equity, Lender is hereby authorized to debit permitted withdrawal from the Disbursement Account and shall not require the consent of the Lender. If the Borrower requests that Lender make or any other permit a withdrawal from the Disbursement Account, and such request complies with the provisions herein relating to withdrawals from the Disbursement Account, the Lender shall instruct Bank to transfer such requested amount from the Disbursement Account to a bank account maintained of the Borrower designated in writing by any or both Borrowers with the Borrower that is subject to an account control agreement in favor of the Lender, any and all fees, costs and expenses incurred or to be incurred by Borrower hereunder, including, without limitation, transaction costs, disbursements and fees and Lender’s attorneys fees required to be paid by Borrower under this Credit Agreement.