Common use of Working Capital Account Clause in Contracts

Working Capital Account. (a) Simultaneously herewith, each Operating Company has established a Working Capital Account with Working Capital Bank. The Working Capital Account shall be in the name of, and under the sole dominion and control of, Collateral Agent (which may be exercised through Servicer); provided, however, that so long as an Event of Default has not occurred and is continuing, Operating Company (or Manager, on behalf of Operating Company) may make withdrawals from the applicable Working Capital Account at any time and from time to time to fund the ordinary-course working capital needs of such Operating Company. Each Operating Company may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period cash to be reserved on account of its anticipated, ordinary course working capital needs, provided that (i) the aggregate amount of cash that may be deposited by all Operating Companies into the Working Capital Accounts during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into any Working Capital Account, the aggregate balance in all Working Capital Accounts shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof). (b) Pursuant to the Working Capital Account Agreement, Operating Company has granted to Borrower a first priority security interest in and to all right, title and interest of Operating Company in the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located), and Borrower has granted to Collateral Agent (for the benefit of Lender) a first priority security interest in and to all right, title and interest of Borrower in the Working Capital Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located). Borrower will cause Operating Company to take all actions necessary to maintain in favor of Borrower (and Borrower will take all actions necessary to maintain in favor of Collateral Agent, for the benefit of Lender) a perfected first priority security interest in the Working Capital Account including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s (or Collateral Agent’s) request therefor. All costs and expenses for establishing and maintaining the Working Capital Account (and any sub account thereof) shall be at the sole cost and expense of Borrower. (c) Each Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Working Capital Account and any sub-account of the Working Capital Account. The Working Capital Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Operating Company. Each Operating Company shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (d) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Working Capital Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

Working Capital Account. (a) Simultaneously herewithUpon the occurrence and during the continuance of an Event of Default, each Operating Company has established a Borrower shall no longer have any right to withdraw Working Capital Funds from the Working Capital Account, as further set forth in the Working Capital Account Agreement, and Administrative Agent may apply any Working Capital Funds on deposit in the Working Capital Account to the payment of the Debt in such order, proportion and priority as Administrative Agent may determine in its sole and absolute discretion. Borrower shall pay for all expenses of opening and maintaining the Working Capital Account. At or prior to the Closing Date, Borrower shall cause Mortgage Borrower to establish and maintain the Working Capital Account as a segregated Eligible Account pursuant to the terms of the Working Capital Account Agreement with the Working Capital Bank. The , which such Working Capital Account shall be in trust for the name of, benefit of Lenders and shall be under the sole dominion and control of, Collateral Agent (which may be exercised through Servicer); provided, however, that so long as of Mortgage Borrower prior to an Event of Default has not occurred and is continuingthereafter, Operating Company (or ManagerMortgage Administrative Agent, on behalf for the benefit of Operating Company) may make withdrawals from Lenders. Subject to the applicable Working Capital Account at any time and from time rights of Mortgage Lender under the Mortgage Loan, Borrower shall cause Mortgage Borrower to time to fund the ordinary-course working capital needs of such Operating Company. Each Operating Company may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period cash to be reserved on account of its anticipated, ordinary course working capital needs, provided that (i) grant to Administrative Agent, for the aggregate amount benefit of cash that may be deposited by all Operating Companies into the Working Capital Accounts during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into any Working Capital Account, the aggregate balance in all Working Capital Accounts shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof). (b) Pursuant to the Working Capital Account Agreement, Operating Company has granted to Borrower Lenders a first priority security interest in and to all right, title and interest of Operating Company in the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located)thereof, and Borrower has granted to Collateral Agent (for the benefit of Lenderii) a first priority security interest in and to all right, title and interest of Borrower in the Working Capital Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located). Borrower will cause Operating Company to take all actions necessary to maintain in favor of Borrower (and Borrower will take all actions necessary to maintain in favor of Collateral Administrative Agent, for the benefit of Lender) Lenders a perfected first priority security interest in the Working Capital Account Account, including, without limitation, executing, delivering and maintaining one or more the execution of any account control agreements that comply agreement required by Administrative Agent. Borrower shall not and shall not permit Mortgage Borrower to further pledge, assign or grant any security interest in the Working Capital Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Administrative Agent and Mortgage Administrative Agent, for the benefit of Mortgage Lenders and Lenders, as applicable, as the secured party, to be filed with Article 9 respect thereto. Borrower will not and shall not permit Mortgage Borrower to in any way alter, modify or close the Working Capital Account and will notify Administrative Agent of the Uniform Commercial Code as in effect account number thereof. Prior to an Event of Default, Mortgage Borrower shall have the sole right to make withdrawals from time to time in any applicable jurisdictions the Working Capital Account and filing UCC-1 Financing Statements and continuations thereof upon Lender’s (or Collateral Agent’s) request therefor. All all costs and expenses for establishing and maintaining the Working Capital Account (and any sub account thereof) shall be at paid by Mortgage Borrower. After an Event of Default, Mortgage Administrative Agent, for the benefit of Mortgage Lenders and Lenders shall have the sole cost and expense of Borrower. (c) Each Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable right to the interest or income earned on make withdrawals from the Working Capital Account and any sub-account of all costs and expenses for establishing and maintaining the Working Capital Account. The Working Capital Clearing Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Operating Companypaid by Mortgage Borrower. Each Operating Company shall provide Lender, at any time upon request of Lender, with a Form W-8 All monies now or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (d) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in hereafter deposited into the Working Capital Account shall be applied by deemed additional security for the Debt. Borrower shall indemnify Administrative Agent, each Lender and bank and hold Administrative Agent, each Lender and Working Capital Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Working Capital Account, such Working Capital Account Agreement or the performance of the obligations for which the Working Capital Account was established (unless arising from the gross negligence or willful misconduct of Administrative Agent, any Lender or Servicer in such order and priority Clearing Bank, as Lender or Servicer shall determineapplicable).

Working Capital Account. (a) Simultaneously herewithEach of the Borrowers and each other Loan Party acknowledges and confirms that, each Operating Company on or before the date hereof and pursuant to the terms of this Agreement, Xxxxx Timberland has established a and will maintain an account with the Securities Intermediary for the benefit of the Administrative Agent, as first priority secured party for the benefit of the Lender Parties, to serve as the “Working Capital Account” (said account, and any account replacing the same in accordance with this Agreement, the “Working Capital Account”). Xxxxx Timberland agrees to apply all amounts in the Working Capital Account exclusively to the payment of the Permitted Affiliate Fees and other ordinary course operating expenses set forth in the most recently approved operating expense budget and not otherwise expressly prohibited by the terms of this Agreement. Xxxxx Timberland and the other Loan Parties acknowledge that the Securities Intermediary may comply with Working Capital Bankinstructions originated by the Administrative Agent without further consent by Xxxxx Timberland or any of the other Loan Parties. The All investment property, security entitlements and other financial assets which are credited to the Working Capital Account shall be in may at the name ofdirection of Xxxxx Timberland, and under the sole dominion and control of, Collateral Agent (which may be exercised through Servicer); provided, however, that so long as an if no Default or Event of Default has not occurred and is continuing, Operating Company (be invested in one or Managermore Cash Equivalent Investments; provided, on behalf of Operating Company) may make withdrawals from that under no circumstances shall the applicable Working Capital Account at Lender Parties be liable for any time and from time to time to fund the ordinary-course working capital needs of such Operating Company. Each Operating Company may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period cash to be reserved on account of its anticipated, ordinary course working capital needs, provided that (i) the aggregate amount of cash losses that may be deposited incurred by all Operating Companies into Xxxxx Timberland in the Working Capital Accounts during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale making of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into any Working Capital Account, the aggregate balance in all Working Capital Accounts shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof)Cash Equivalent Investments. (b) Pursuant To secure the full and punctual payment and performance of all the Obligations, Xxxxx Timberland and each of the other Loan Parties hereby grant to the Working Capital Account AgreementAdministrative Agent, Operating Company has granted to Borrower for the benefit of the Lender Parties, a first priority continuing security interest in and to all of Xxxxx Timberland’s right, title and interest of Operating Company in in, to and under the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (following property, whether now owned or existing or hereafter acquired or arising and regardless of where located)located (all of the same, collectively, the “Working Capital Account Collateral”): (i) The Working Capital Account and all cash, securities, instruments, investment property, security entitlements, and Borrower has granted other financial assets credited to Collateral Agent (for the benefit of Lender) a first priority security interest in and to all right, title and interest of Borrower in the Working Capital Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located). Borrower will cause Operating Company to take all actions necessary to maintain in favor of Borrower (and Borrower will take all actions necessary to maintain in favor of Collateral Agent, for the benefit of Lender) a perfected first priority security interest held in the Working Capital Account includingat any time and from time to time; (ii) any and all amounts credited to the Working Capital Account that are invested in Cash Equivalent Investments; (iii) all interest, without limitationdividends, executingcash, delivering instruments and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any applicable jurisdictions or all of the foregoing; and (iv) to the extent not covered by clauses (a), (b) or (c), all “proceeds” (as defined under the U.C.C.) of any or all of the foregoing. The Administrative Agent and filing UCC-1 Financing Statements the Securities Intermediary, as agent for the Administrative Agent on behalf of the Lender Parties, shall have with respect to the foregoing collateral, in addition to the rights and continuations thereof upon Lender’s (or Collateral Agent’s) request therefor. All costs remedies herein set forth, all of the rights and expenses for establishing remedies available to a secured party under the U.C.C., as if such rights and maintaining the Working Capital Account (and any sub account thereof) shall be at the sole cost and expense of Borrowerremedies were fully set forth herein. (c) Each Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable In addition to the interest or income earned on rights and remedies provided in Article VIII and elsewhere herein, if any Event of Default has occurred and is continuing, the Administrative Agent shall have all rights and remedies pertaining to the Working Capital Account and Collateral as are provided for in any sub-account of the Working Capital AccountLoan Documents, the U.C.C. and other applicable Law. The Working Capital Account Without limiting the foregoing, upon and any sub-account thereof shall be assigned the federal tax identification numbers of each Operating Company. Each Operating Company shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (d) Upon all times after the occurrence and during the continuance of an any Event of Default, all funds on deposit the Administrative Agent in its sole and absolute discretion, may use the Working Capital Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations, in the order set forth in Section 8.7; provided, that such application of funds shall not cure or be applied deemed to cure any Default or Event of Default but shall reduce the Obligations to the extent of any such repayment; and (ii) reimbursement of the Administrative Agent or any Lender for any losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default. (d) Xxxxx Timberland and each other Loan Party hereby irrevocably constitute and appoint the Administrative Agent (and its agents and designees) as such Person’s true and lawful attorney-in-fact, coupled with an interest and with full power of substitution, to execute, acknowledge and deliver at any time any instruments and to exercise and enforce every right, power, remedy, option and privilege of Xxxxx Timberland with respect to the Working Capital Account Collateral, and do in the name, place and stead of Xxxxx Timberland, all such acts, things and deeds for and on behalf of and in the name of Xxxxx Timberland, which Xxxxx Timberland is required to do hereunder or under the other Loan Documents, or which the Securities Intermediary or the Administrative Agent (or its agents or designees) may deem necessary or desirable, to more fully vest the in the Administrative Agent (or its agents or designees) the rights and remedies provided for in this Section. The foregoing powers of attorney are irrevocable and coupled with an interest. Such authority in favor of the Administrative Agent (and its agents and designees) pursuant to this Section shall include the right to (i) take control in any manner of any item of payment in respect of the Working Capital Account Collateral or otherwise received in or credited to the Working Capital Account, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of account receivables or other proceeds of Working Capital Account Collateral are sent or received, (iii) endorse Xxxxx Timberland’s name upon any items of payment in respect of account receivables or constituting Working Capital Account Collateral or otherwise received by the Administrative Agent (or its agents or designees) or any Lender and cause the same to be credited to the Working Capital Account, (iv) endorse Xxxxx Timberland’s name upon any chattel paper, document, instrument, invoice or Servicer similar document or agreement relating to any account receivable or any goods pertaining thereto or any other Working Capital Account Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (e) sign Xxxxx Timberland’s name on any verification of account receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. Xxxxx Timberland hereby releases the Administrative Agent (or its agents or designees) and the Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of any such Person’s or any Lender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order and priority as Lender or Servicer shall determineof a court of competent jurisdiction.