Common use of Payments Under the Lease Clause in Contracts

Payments Under the Lease. (a) The Borrower agrees to direct the Lessee to make all payments to be made by it under the Lease, including all Rentals and all Supplemental Rentals (due and payable under the Lease from and after the Advance Date), directly to the Lease Receivables Account or the Maintenance Reserves Account, as applicable, but in each case excluding any Excluded Payments. The Borrower agrees that, should it receive any such payments or any proceeds for or with respect to the Collateral or as the result of the sale or other disposition thereof (other than payments or proceeds properly received in accordance with the Basic Agreements), it shall hold such payments or proceeds in trust for the benefit of the Lenders and shall promptly forward such payments or proceeds to the Lease Receivables Account or in accordance with the Security Trustee’s instructions. (b) Other than with respect to Excluded Payments, the Borrower shall not be entitled to, and hereby waives any right it may have, to set off any obligation owed by Lessee under the Lease against any obligation owed by the Borrower to the Lessee. (c) At the request of the Agent, the Borrower and the Agent shall discuss in good faith a relocation of the Lease Receivables Account and the Maintenance Reserves Account to another financial institution acceptable to the Borrower and the Lenders, and, if the Borrower agrees to such a relocation, the Borrower, such financial institution and the Security Trustee shall enter into an account security agreement in substantially the form of the Account Security Agreement.