Miscellaneous Accounts provisions. (a) Any amount received or recovered by the Borrower must be held subject to the Security created by the Finance Documents and immediately be paid to the relevant Account or to the Agent in the same funds as received or recovered.
(b) On the Final Maturity Date or at any time after the Agent has given notice pursuant to Clause 23.20 (Acceleration), the monies standing to the credit of the Accounts (or any of them) may be applied by the Agent in or towards repayment of the Loan and/or in or towards payment of any other amount outstanding under the Finance Documents.
(c) The Agent is not responsible or liable to the Borrower for:
(i) any non-payment of any liability of the Borrower which could be paid out of moneys standing to the credit of an Account; or
(ii) any withdrawal wrongly made, if made in good faith, unless such non-payment or withdrawal is caused by the gross negligence or wilful misconduct of the Agent.
(d) Each Account may earn interest at such rate as the Borrower may from time to time agree with the Account Bank (as applicable).
(e) The Borrower may pay the Account Bank such reasonable transaction charges and fees as they may from time to time agree with such bank.
Miscellaneous Accounts provisions. 12.3.1. The Borrower must ensure that no Specified Account exceeds any applicable overdraft limit.
12.3.2. Any amount received or recovered by the Obligors otherwise than by credit to a Specified Account must be held subject to the security created by the Finance Documents and immediately be paid to the relevant Specified Account or to the Lender in accordance with Finance Documents in the same funds as received or recovered.
12.3.3. On each Interest Payment Date the amount standing to the credit of the Czech Revenue Account, shall be applied or retained in the following manner and order:
(a) first, in or towards payment of, or retention for, any fees or expenses then due and payable to the Lender pursuant to the Finance Documents;
(b) secondly, in or towards payment of, or retention for, any interest then due and payable under this Agreement and any amount due from the Borrower under any Hedging Agreement;
(c) thirdly, in or towards payment of, or retention for, any principal amount then due and payable under this Agreement;
(d) fourthly in payment of any prepayment then due under Clauses 16.9.2 (Loan to Value Ratio) and/or 16.10.1 (Interest Cover);
(e) fifthly transferred to the Deposit Account pursuant to Clause 16.10.3 (Interest Cover) (if applicable);
(f) sixthly, in or towards payment of any other amounts then due and payable under any Finance Document;
(g) seventhly, any surplus shall be treated in accordance with Clause 12.3.4.
12.3.4. Any surplus amount standing to the credit of the Czech Revenue Account after the application of the waterfall in accordance with Clause 12.3.3 shall be applied as follows:
(a) prior to the Term-out Date, provided that no Event of Default is outstanding and five days have elapsed since the date of the most recent Compliance Certificate or (if earlier) the Lender has confirmed that the information therein is satisfactory, the surplus amount shall be immediately transferred to the Dutch Revenue Account; and
(b) after the Term-out Date:
(i) if:
(A) the relevant Interest Payment Date occurs within 45 days from and including the date of the most recent Compliance Certificate;
(B) five days have elapsed since the date of the most recent Compliance Certificate or (if earlier) the Lender has confirmed that the information therein is satisfactory; and
(C) no Event of Default is outstanding, the surplus amount shall be immediately transferred to the Dutch Revenue Account; or
(ii) if the relevant Interest Payment Date occurs mor...
Miscellaneous Accounts provisions. (a) The Borrower must ensure that no Account goes into overdraft.
(b) Any amount received or recovered by an Obligor otherwise than by credit to an Account must promptly be paid to the relevant Account or to the Agent in the same funds as received or recovered.
(c) If any payment is made into an Account in relation to which the Agent has sole signing rights which should have been paid into another Account, then, unless an Event of Default is continuing, the Agent must, at the request of the Borrower and on receipt of evidence satisfactory to the Agent that the payment should have been made to that other Account, pay that amount to that other Account.
(d) Following an Event of Default the moneys standing to the credit of an Account may be applied by the Agent in payment of any amount due but unpaid to a Finance Party under the Finance Documents.
(e) No Finance Party is responsible or liable to any Obligor for:
(i) any non-payment of any liability of an Obligor which could be paid out of moneys standing to the credit of an Account; or
(ii) any withdrawal wrongly made, if made in good faith.
(f) The Borrower must, provided such information is available to it pursuant to the terms upon which the relevant Account is operated as required by the Finance Documents, within five Business Days of any request by the Agent, supply the Agent with the following information in relation to any payment received in an Account:
(i) the date of payment or receipt;
(ii) the payer; and
(iii) the purpose of the payment or receipt.
Miscellaneous Accounts provisions. (a) The Obligors must ensure that no Account goes in to overdraft.
(b) Any amount received or recovered by the Obligors otherwise than by credit to an Account must be held subject to the security created by the Finance Documents and immediately be paid to the relevant Account or to the Security Agent in the same funds as received or recovered.
(c) The monies standing to the credit of each Account may be applied by the Security Agent on the date any repayment of the Loan is due to be made, and is unpaid, in or towards repayment of the Loan and all other amounts due to a Finance Party under the Finance Documents.
(d) No Finance Party is responsible or liable to the Obligors (other than in respect of gross negligence or wilful default) for:
(i) any non-payment of any liability of the Obligors which could be paid out of moneys standing to the credit of an Account; or
(ii) any withdrawal wrongly made, if made in good faith.
(e) The Obligors must, within five Business Days of any reasonable request by the Security Agent, supply the Security Agent with the following information in relation to any payment received in an Account:
(i) the date of payment or receipt;
(ii) the payer; and
(iii) the purpose of the payment or receipt.
(f) Any amounts withdrawn from the Guarantor Operating Account or the Guarantor General Account and applied in or towards satisfaction of any amounts owed by the Borrower to the Finance Parties shall pro tanto satisfy the Borrowers obligation to pay such amounts. Any such amounts shall constitute a loan made by the Guarantor to the Borrower that is fully subordinated to the rights of the Finance Parties.
Miscellaneous Accounts provisions. (a) Each Obligor must ensure that no Account goes in to overdraft.
(b) Any amount received or recovered by any Obligor otherwise than by credit to an Account must be held subject to the security created by the Finance Documents to the maximum extent possible under any applicable governing law and immediately be paid to the relevant Account or to the Facility Agent in the same funds as received or recovered.
(c) Without prejudice to any other term of this Agreement, if an Event of Default is outstanding, the monies standing to the credit of each Account may be applied by the Facility Agent on the date any repayment of the Loans is due to be made in or towards repayment of the Loans and all other amounts due to a Finance Party under the Finance Documents.
(d) No Finance Party is responsible or liable to any Obligor for:
(i) any non-payment of any liability of that Obligor which could be paid out of moneys standing to the credit of an Account; or
(ii) any withdrawal wrongly made, if made in good faith except where that Finance Party is grossly negligent.
(e) The Borrower must ensure that the aggregate amount standing to the credit of the Expenses Account (which shall only be used for the financing or refinancing of administration costs and directors fees for the Borrower) may not exceed €20,000 at any time.
(f) The Borrower must, within five Business Days of any request by the Facility Agent, supply the Facility Agent with the following information in relation to any payment received in an Account:
(i) the date of payment or receipt;
(ii) the payer; and
(iii) the purpose of the payment or receipt.
Miscellaneous Accounts provisions. (a) The Company must ensure that no Account goes in to overdraft.
(b) Subject to Clause 14.7 (Security Reserve Account), the monies standing to the credit of each Account (other than the Security Reserve Account) may be applied by the Facility Agent on the date any repayment of the Loans is due to be made (and has not been made from other means) in or towards repayment of the Loans and all other amounts due to a Finance Party under the Finance Documents, but no such amounts may be withdrawn from the Insurance Account for that purpose unless all amounts standing to the credit of each other Account (other than the Security Reserve Account) have been utilised for that purpose.
(c) No Finance Party is responsible or liable to the Company for:
(i) any non-payment of any liability of the Company which could be paid out of moneys standing to the credit of an Account; or
(ii) any withdrawal wrongly made, in the absence of negligence or wilful misconduct.
Miscellaneous Accounts provisions. (a) The Borrower must ensure that no Account goes into overdraft.
(b) Any amount received or recovered by the Borrower otherwise than by credit to an Account must be held subject to the security created by the Finance Documents and immediately be paid to the relevant Account or to the Agent in the same funds as received or recovered.
(c) If any payment is made into an Account in relation to which the Security Agent has sole signing rights which should have been paid into another Account, then, unless a Default is continuing, the Security Agent must, at the request of the Borrower and on receipt of evidence satisfactory to the Security Agent that the payment should have been made to that other Account, pay that amount to that other Account.
(d) The moneys standing to the credit of an Account may be applied by the Security Agent in payment of any amount due but unpaid to a Secured Party under the Finance Documents.
(e) No Finance Party is responsible or liable to the Borrower for:
(i) any non-payment of any liability of the Borrower which could be paid out of moneys standing to the credit of an Account; or
(ii) any withdrawal wrongly made, if made in good faith.
(f) The Borrower must, within five Business Days of any request by the Agent, supply the Agent with the following information in relation to any payment received in an Account:
(i) the date of payment or receipt;
(ii) the payer; and
(iii) the purpose of the payment or receipt.
Miscellaneous Accounts provisions. 11.10.1 The Borrower shall ensure that no Account goes into overdraft.
11.10.2 The Borrower shall procure that statements in respect of all debits and credits to each Account are provided to the Agent or its agent not less than quarterly and within five days of each Interest Payment Date or such other time as the Agent may require upon written request to the Borrower. In addition the Borrower shall:
11.10.2.1 provide the Agent within three Business Days of any request by the Agent the following information in relation to any payment received in an Account:
11.10.2.1.1 date of payment/receipt;
11.10.2.1.2 payer;
11.10.2.1.3 purpose of/for payment/receipt; and
11.10.2.2 pay any amount, received or recovered otherwise than by credit to the appropriate Account, to the relevant Account or to the Agent immediately after such receipt or recovery and in like funds as such receipt or recovery and shall in the meantime hold the same subject to the Security created by the Security Documents.
11.10.3 The Borrower shall not enter into any arrangement with the Account Bank under which money or the benefit of any Account may be applied or set-off.
11.10.4 On the Termination Date or on the Facility becoming immediately due and payable under this Agreement, the monies standing to the credit of each Account other than any account held by Seller 1 and Seller 2 or the PropCo Rent Reserve Account or PropCo Expansion and Remediation Account (unless an event of default under an Principal Occupational Lease is outstanding) may be applied by the Borrower or the Security Trustee in or towards payment of the Secured Liabilities.
11.10.5 The Security Trustee may, if an Event of Default is continuing, authorise withdrawal at any time from the Accounts to pay any amount due and payable to a Finance Party under the Finance Documents.
11.10.6 The Security Trustee may delegate its powers of withdrawal under this Clause 11 to any insolvency administrator (Insolvenzverwalter), administrative receiver, receiver and/or manager.
11.10.7 All Accounts which are with the Account Bank shall be interest bearing at a rate which is in accordance with the terms and conditions from time to time relating to that Account.
Miscellaneous Accounts provisions. (a) Each Obligor must ensure that none of its Accounts goes into overdraft.
(b) Any amount received or recovered by a Obligor otherwise than by credit to the correct Account must be held subject to the security created by the Finance Documents (to the extent applicable under German law) and immediately be paid to the correct Account or to the Facility Agent, in the same funds as received or recovered.
(c) Each Borrower authorises the Security Agent and the Facility Agent by way of an irrevocable power of attorney to withdraw monies standing to the credit of any Account on the date any repayment of the Loan or any other amount is due under the Finance Documents and apply such monies in or towards the payment of any unsatisfied payment obligation under the Finance Documents. Such power of attorney may only be used by the Security Agent or the Facility Agent after the occurrence of a Default which is continuing.
(d) None of the Finance Parties is responsible or liable (in the absence of gross negligence or wilful misconduct) to the Obligors for any non-payment of any liability of the Obligors which could be paid out of moneys standing to the credit of an Account, or for any withdrawal wrongly made, if made in good faith.
(e) The Obligors shall procure that the Facility Agent has electronic access to all Accounts and that it, upon request, receives without undue delay account statements in relation to any relevant Accounts showing dates, amounts and names of the payees.
(f) Claims of an Obligor for repayment of amounts standing to the credit of its Accounts may be assigned to any other Obligor at any time, and monies standing to the credit of the Accounts of a Obligor may be transferred to any other Obligor at any time, in each case without prejudice to the security interests of the Security Agent and the Lenders and subject to full compliance with the provisions of this Agreement (in particular the priority of payments provisions of this Clause 17).
(g) Any Insurance Proceeds in excess of EUR 100,000 received by a Borrower for the purpose of reconstructing, reinstating or replacing damaged or destroyed assets pertaining to, or forming part of, any of the Properties (aa) shall be promptly paid to a separate Account opened with respect thereto and in respect of which a first ranking pledge are granted to the Security Agent, and (bb) shall be applied (with the prior written approval of the Facility Agent) exclusively for aforesaid purpose or towards the voluntar...
Miscellaneous Accounts provisions. No Finance Party is responsible or liable to any Obligor for:
(a) any non-payment of any liability of an Obligor which could be paid out of moneys standing to the credit of the Earnings Account; or
(b) any withdrawal wrongly made, if made in good faith.
