Security Agreement for Required Accounts. Borrower shall open and maintain at Lender the Required Accounts under the terms and conditions set forth above together with any successor accounts and all subaccounts of any of the foregoing as well as such other accounts as Lender, may reasonably request and which are commercially customary for similar projects. As additional security for Borrower’s obligations under the Loan Documents, Borrower hereby grants to Lender a first lien security interest in each of the Required Accounts, whether now existing or hereafter established, and all funds from time to time on deposit therein. Borrower shall maintain each Required Account free and clear of any claim, lien or other encumbrance other than the security interest granted to Lender hereunder. Upon the occurrence of an Event of Default, Borrower grants to Lender a full right of set-off with respect to all or any portion of the funds on deposit in the Required Accounts and any and all interest accrued thereon, if any, which right may be exercised at any time following the occurrence of an Event of Default. Lender may, to the maximum extent permissible by law, apply any or all of the funds in the Required Accounts, including accrued interest, if any, toward the unpaid balance of the Loan and/or to any other amounts which may be due and owing under the Loan Documents. The parties acknowledge and agree that each of the Required Accounts is a “deposit account” within the meaning of 9-104 of the UCC. The parties further acknowledge and agree that California constitutes the “Lender’s jurisdiction” with respect to the perfection, the effect of perfection or non-perfection, and the priority of a security interest in a deposit account maintained at a Lender under 9-304(b)(l) of the UCC. Lender shall at all times have “control” of the Required Accounts and all assets now or hereafter credited thereto within the meaning of Section 9-106 of the UCC or Section 9-104(a) of the UCC for purposes of maintaining its first and prior perfected security interest therein.
Security Agreement for Required Accounts. (a) The following term is hereby added to Section 1.1 of the Loan Agreement:
Security Agreement for Required Accounts. Borrowers will open and maintain at Administrative Agent the Required Accounts under the terms and conditions set forth above and in the other Loan Documents. Each Borrower hereby grants to Administrative Agent, for the benefit of itself and the Lenders, a first lien security interest in each of the Required Accounts, whether now existing or hereafter established, and all funds from time to time on deposit therein. Each Borrower will maintain each Required Account free and clear of any claim, lien or other encumbrance other than the security interest granted to Administrative Agent hereunder. Upon the occurrence and during the continuance, of an Event of Default, Administrative Agent may, to the maximum extent permissible by law, apply any or all of the funds in the Required Accounts, including accrued interest on such funds, if any, toward the unpaid balance of the Loan and/or to any other amounts which may be due and owing under the Loan Documents. The parties acknowledge and agree that each of the Required Accounts is a “deposit account” within the meaning of Section 9104 of the UCC. The parties further acknowledge and agree that California constitutes the “Administrative Agent’s jurisdiction” with respect to the perfection, the effect of perfection or non-perfection, and the priority of a security interest in a deposit account maintained at a bank under Section 9304(b)(1) of the UCC. Administrative Agent will at all times have “control” of the Required Accounts and all assets now or hereafter credited thereto within the meaning of Section 9106 of the UCC or Section 9104(a) of the UCC for purposes of maintaining its first and prior perfected security interest therein.
