Common use of Termination; Closure of the Deposit Account Clause in Contracts

Termination; Closure of the Deposit Account. (a) Neither the Debtor nor the Bank will dose the Deposit Account prior to termination of this Agreement. This Agreement may not be terminated by the Debtor except by a notice to the Bank given jointly by the other parties. This Agreement may be terminated (i) by the Secured Party at any time by notice to the other parties and (ii) by the Bank (A) immediately upon notice to the other parties if the Bank becomes obligated to terminate this Agreement or to close the Deposit Account under any statute, rule or regulation, or any Order or Process, binding upon the Bank, (B) upon five Business Days’ notice to the other parties if any other party is in material breach of any of the Deposit-related Agreements or this Agreement, and (C) otherwise upon 30 days’ notice to the other parties. (b) If the Bank terminates this Agreement pursuant to clause (A) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination (i) at the direction of the Secured Party if the direction is received by the Bank prior to the date of termination of this Agreement or (ii) if no such direction is received by the Bank prior to such date, by check mailed to GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 5 the address of the Secured Party for receiving communications under this Agreement. If the Bank terminates this Agreement pursuant to clause (B) or (C) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination at the direction of the Secured Party only if the direction is received by the Bank prior to the date of termination of this Agreement. Any obligation of the Bank to remit any funds to or at the direction of the Secured Party under this subsection is subject to clauses (B) through (F) of Section 4(a)(ii). (c) Except as provided in Section 9(b) and in any event if the Secured Party has communicated to the Bank that the Secured Party does not wish to receive or direct the disposition of the funds, the Secured Party will not receive from the Bank any remittance of funds from the Deposit Account upon termination of this Agreement by the Bank. (d) The termination of this Agreement will not affect any rights created or obligations incurred under this Agreement before the termination. Sections 4 and 6 will survive the termination of this Agreement for actions taken or omitted before the termination. Sections 9(b) and (c) will survive the termination of this Agreement, and Section 5 will survive the termination of this Agreement solely for any funds to be remitted to or at the direction of the Secured Party pursuant to Section 9(b).

Termination; Closure of the Deposit Account. (a) Neither the Debtor nor the Bank will dose close the Deposit Account prior to termination of this Agreement. This Agreement may not be terminated by the Debtor except by a notice to the Bank given jointly by the other parties. This Agreement may be terminated (i) by the Secured Party at any time by notice to the other parties and (ii) by the Bank (A) immediately upon notice to the other parties if the Bank becomes obligated to terminate this Agreement or to close the Deposit Account under any statute, rule or regulation, or any Order or Process, binding upon the Bank, (B) upon five Business Days’ notice to the other parties if any other party is in material breach of any of the Deposit-related Agreements or this Agreement, and (C) otherwise upon 30 days’ notice to the other parties. (b) If the Bank terminates this Agreement pursuant to clause (A) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination (i) at the direction of the Secured Party if the direction is received by the Bank prior to the date of termination of this Agreement or (ii) if no such direction is received by the Bank prior to such date, by check mailed to GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 5 the address of the Secured Party for receiving communications under this Agreement. If the Bank terminates this Agreement pursuant to clause (B) or (C) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination at the direction of the Secured Party only if the direction is received by the Bank prior to the date of termination of this Agreement. Any obligation of the Bank to remit any funds to or at the direction of the Secured Party under this subsection is subject to clauses (B) through (F) of Section 4(a)(ii). (c) Except as provided in Section 9(b) and in any event if the Secured Party has communicated to the Bank that the Secured Party does not wish to receive or direct the disposition of the funds, the Secured Party will not receive from the Bank any remittance of funds from the Deposit Account upon termination of this Agreement by the Bank. (d) The termination of this Agreement will not affect any rights created or obligations incurred under this Agreement before the termination. Sections 4 and 6 will survive the termination of this Agreement for actions taken or omitted before the termination. Sections 9(b) and (c) will survive the termination of this Agreement, and Section 5 will survive the termination of this Agreement solely for any funds to be remitted to or at the direction of the Secured Party pursuant to Section 9(b).

Termination; Closure of the Deposit Account. (a) Neither the Debtor nor the Bank will dose close the Deposit Account prior to termination of this Agreement. This Agreement may not be terminated by the Debtor except by a notice to the Bank given jointly by the other parties. This Agreement may be terminated (i) by the Secured Party at any time by notice to the other parties and (ii) by the Bank (A) immediately upon notice to the other parties if the Bank becomes obligated to terminate this Agreement or to close the Deposit Account under any statute, rule or regulation, or any Order or Process, binding upon the Bank, (B) upon five Business Days’ notice to the other parties if any other party is in material breach of any of the Deposit-related Agreements or this Agreement, and (C) otherwise upon 30 days’ notice to the other parties. (b) If the Bank terminates this Agreement pursuant to clause (A) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination (i) at the direction of the Secured Party if the direction is received by the Bank prior to the date of termination of this Agreement or (ii) if no such direction is received by the Bank prior to such date, by check mailed to GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 5 the address of the Secured Party for receiving communications under this Agreement. If the Bank terminates this Agreement pursuant to clause (B) or (C) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination at the direction of the Secured Party only if the direction is received by the Bank prior to the date of termination of this Agreement. Any obligation of the Bank to remit any funds to or at the direction of the Secured Party under this subsection is subject to clauses (B) through (F) of Section 4(a)(ii). (c) Except as provided in Section 9(b) and in any event if the Secured Party has communicated to the Bank that the Secured Party does not wish to receive or direct the disposition of the funds, the Secured Party will not receive from the Bank any remittance of funds from the Deposit Account upon termination of this Agreement by the Bank. (d) The termination of this Agreement will not affect any rights created or obligations incurred under this Agreement before the termination. Sections 4 and 6 will survive the termination of this Agreement for actions taken or omitted before the termination. Sections 9(b) and (c) will survive the termination of this Agreement, and Section 5 will survive the termination of this Agreement solely for any funds to be remitted to or at the direction of the Secured Party pursuant to Section 9(b).and

Termination; Closure of the Deposit Account. (a) Neither the Debtor nor the Bank will dose the Deposit Account prior to termination of this Agreement. This Agreement may not be terminated by the Debtor except by a without the prior written consent of the Secured Party and the Collateral Agent, and notice to the Bank given jointly by the other parties. Debtor, the Secured Party and the Collateral Agent. (b) This Agreement may be terminated (i) jointly by the Secured Party and the Collateral Agent at any time by notice to the other parties Bank and (ii) by the Bank (A) immediately upon notice to the other parties if the Bank becomes obligated to terminate Debtor; this Agreement or to close the Deposit Account under any statute, rule or regulation, or any Order or Process, binding upon the Bank, (B) upon five Business Days’ notice to the other parties if any other party is in material breach of any of the Deposit-related Agreements or this Agreement, and (C) otherwise upon 30 days’ notice to the other parties. (b) If the Bank terminates this Agreement pursuant to clause (A) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination (i) at the direction of may not be terminated by either the Secured Party if or the direction is received by Collateral Agent except with the Bank prior to the date of termination of this Agreement or (ii) if no such direction is received by the Bank prior to such date, by check mailed to GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 5 the address written consent of the Secured Party for receiving communications under this Agreement. If the Bank terminates this Agreement pursuant to clause (B) or (C) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination at the direction of the Secured Party only if the direction is received by the Bank prior to the date of termination of this Agreement. Any obligation of the Bank to remit any funds to or at the direction of the Secured Party under this subsection is subject to clauses (B) through (F) of Section 4(a)(ii)other party. (c) Except as provided in Section 9(b) and in any event if This Agreement may be terminated by the Bank upon 30 days’ prior written notice to the Secured Party has communicated to the Bank that the Secured Party does not wish to receive or direct the disposition of the fundsParty, the Secured Party will not receive from Collateral Agent and the Bank any remittance of funds from the Deposit Account upon termination of this Agreement by the BankDebtor. (d) The termination of this Agreement will shall not affect any rights created or obligations incurred under this Agreement before prior to the termination. Sections The provisions of Articles 4 and 6 will 5 shall survive the termination of this Agreement for with respect to any actions taken or omitted before the termination. Sections 9(b) and (c) will survive the termination of this Agreement. (e) The Bank may close the Deposit Account (i) immediately upon notice to the Secured Party, the Collateral Agent and Section 5 will survive the Debtor in the event of (x) the Bank’s reasonable suspicion that the Deposit Account is being used for a fraudulent or illegal purpose or (y) receipt of a Collateral Agent Notice, (ii) upon five Business Days’ prior notice to the Secured Party, the Collateral Agent and the Debtor in the event that the Debtor is in material breach of the Deposit Agreement or this Agreement and (iii) otherwise upon 30 days’ prior notice to the Secured Party, the Collateral Agent and the Debtor. (f) Upon termination of this Agreement solely for any funds to be remitted to or the closure of the Deposit Account, the Bank shall remit to, or hold at the direction of of, the Secured Party pursuant (or, if the Bank shall have received a Collateral Agent Notice, not more than 15 days following the receipt of such Collateral Agent Notice, the Collateral Agent), any funds then in the Deposit Account. The Collateral Agent shall be entitled to Section 9(b)receive direction from the Debtor to establish any account that may be necessary to receive the funds in the Deposit Account on behalf of the Collateral Agent.

Termination; Closure of the Deposit Account. (a) Neither None of the Debtor nor Debtor, the Servicer or the Bank will dose close the Deposit Account prior to termination of this Agreement. This Agreement may not be terminated by the Debtor or Servicer except by a notice to the Bank given jointly by the other partiesDebtor, Servicer and Secured Party. This Agreement may be terminated (i) by the Secured Party at any time by written notice to the other parties and (ii) by the Bank (A) immediately upon notice to the other parties if the Bank becomes obligated to terminate this Agreement or to close the Deposit Account under any statute, rule or regulation, or any Order or Process, binding upon the Bank, (B) upon five Business Days’ notice to the other parties if any other party is in material breach of any of the Deposit-related Agreements or this Agreement, and (C) otherwise upon 30 days’ notice to the other parties. (b) If the Bank terminates this Agreement pursuant to clause (A) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination (i) at the written direction of the Secured Party if the direction is received by the Bank prior to the date of termination of this Agreement or (ii) if no such direction is received by the Bank prior to such date, by check mailed to GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 5 the address of the Secured Party for receiving communications under this Agreement. If the Bank terminates this Agreement pursuant to clause (B) or (C) of Section 9(a)(ii), the Bank will remit any funds in the Deposit Account on the date of termination at the written direction of the Secured Party only if the direction is received by the Bank prior to the date of termination of this Agreement, otherwise the Bank shall remit any such funds by check mailed to the address of the Servicer for receiving communications under this Agreement. Any obligation of the Bank to remit any funds to or at the direction of the Secured Party or Servicer under this subsection is subject to clauses (B) through (F) of Section 4(a)(ii). (c) Except as provided in Section 9(b) and in any event if the Secured Party has communicated to the Bank that the Secured Party does not wish to receive or direct the disposition of the funds, the Secured Party will not receive from the Bank any remittance of funds from the Deposit Account upon termination of this Agreement by the Bank; instead, such funds shall be distributed in accordance with any Disposition Instruction issued by Servicer or, if Servicer has not issued any Disposition Instruction before such termination, then to Servicer by check mailed to the address of the Servicer for receiving communications under this Agreement. (d) The termination of this Agreement will not affect any rights created or obligations incurred under this Agreement before the termination. Sections 4 and 6 will survive the termination of this Agreement for actions taken or omitted before the termination. Sections 9(b) and (c) will survive the termination of this Agreement, and Section 5 will survive the termination of this Agreement solely for any funds to be remitted to or at the direction of the Secured Party or the Servicer pursuant to Section 9(b) or otherwise pursuant to Section 9(c).