Common use of Certain Additional Matters Clause in Contracts

Certain Additional Matters. (a) At Lender’s option, the Lender shall have the right to cause the Depository to entitle the Deposit Account and any Ancillary Accounts with any designation Lender may select in its sole discretion. The name of the accounts may be changed in connection with an assignment of the Loan by Lender, to reflect such assignment. (b) The Deposit Account and any Ancillary Accounts shall be assigned the federal tax identification numbers of the Borrower. Prior to application in accordance with the terms hereof, all amounts in the Deposit Account and any Ancillary Accounts shall remain assets of the Borrower, subject to the pledge, lien and security interest granted to Lender hereunder, and subject to all of the terms and conditions of this Agreement and the other Loan Documents. (c) In order to further secure the performance by the Borrower of the Obligations and full performance by the Borrower of all of its obligations, covenants and agreements under this Agreement and the other Loan Documents, and as a material inducement for Lender to make the Loan in accordance with the terms of the Loan Documents, the Borrower hereby (i) requests that the Deposit Account and any Ancillary Accounts be established on their behalf at the Depository and (ii) acknowledges and agrees that (x) the Deposit Account and any Ancillary Accounts will be subject to the sole dominion, control and discretion of Lender, subject to the terms, covenants and conditions of this Agreement, (y) Lender shall have the sole right to make withdrawals or transfers of funds from the Deposit Account and any Ancillary Accounts subject to the terms of this Agreement, and (z) neither the Borrower nor any other Person claiming on behalf of or through the Borrower shall have any right or authority, whether express or implied, to withdraw any funds, investments or other properties from, the Deposit Account or any Ancillary Accounts, or to give any instructions with respect to the Deposit Account or any Ancillary Accounts. (d) The Borrower agrees to pay the fees of the Depository in accordance with the customary fees charged by the Depository for the services described herein, as such fees are established from time to time. Lender shall cause the Depository to include its fees in an account analysis statement. (e) Lender may replace the Depository with a new bank upon five days’ notice to the Borrower. Borrower hereby agrees to take all action necessary to facilitate the transfer of the respective obligations, duties and rights of any such Depository to the successor thereof selected by Lender in its sole discretion. (f) Lender shall terminate this Agreement upon payment in full of the Obligations and shall return to the Borrower all monies then held in the Deposit Account and any Ancillary Accounts after liquidating all Permitted Investments. (g) Lender may exercise in respect of the Deposit Account Collateral all rights and remedies available to Lender hereunder or under the other Loan Documents, or otherwise available at law or in equity. Upon the occurrence of an Event of Default, Lender may exercise in respect of the Deposit Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code then in effect in the applicable jurisdiction. (h) Without limiting the generality of the foregoing or any other provisions of this Agreement, the Borrower acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default, it will have no further right to request or otherwise require Lender to disburse funds from the Deposit Account and any Ancillary Accounts in accordance with the terms of this Agreement, it being agreed that Lender may, at its option, do any one or more of the following (i) direct the Depository to continue to hold the funds in the Deposit Account and any Ancillary Accounts, or (ii) direct the Depository to disburse all or any portion of the funds held in the Deposit Account and any Ancillary Accounts then or thereafter held by the Depository to Lender, in which event Lender may apply said funds to the Obligations, in any order and in such manner as Lender may determine in its sole discretion. (i) Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time: (i) collect, appropriate, redeem, realize upon or otherwise enforce its rights with respect to the Deposit Account Collateral, or any part thereof, without notice to the Borrower and without the need to institute any legal action, make demand to or upon the Borrower or any other Person, exhaust any other remedies or otherwise proceed to enforce its rights; (ii) execute (in the name, place and stead of the Borrower) any endorsements, assignments or other instruments of conveyance which may be required for the withdrawal and negotiation of the Deposit Account Collateral; and/or (iii) exercise all other rights and remedies available to Lender under applicable law, hereunder, or under any of the other Loan Documents. Lender shall provide to the Borrower, in writing, an accounting of all monies so applied promptly following written request after any such application. (j) Notwithstanding anything to the contrary contained herein: (i) The Borrower shall remain liable under the Loan Documents to the extent set forth therein to perform all of its obligations thereunder; (ii) The exercise by Lender of any of its rights hereunder shall not release the Borrower from its obligations under any of the Loan Documents, nor shall it constitute an election of remedies by Lender or a waiver by Lender of any of its rights and remedies under the Loan Documents; (iii) Except as expressly set forth in this Agreement or in any of the other Loan Documents, Lender shall not have any obligation or liability by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of the Borrower hereunder or to take any action, in each case, to collect or enforce any claim for payment assigned hereunder; and (iv) Lender shall not have to resort to using the Deposit Account Collateral before making demand upon or bringing an action against Borrower under any Loan Document or against any guarantor under any guaranty given in connection with the Loan. (k) No failure on the part of Lender to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Agreement or the other Loan Documents. The remedies provided in this Agreement, the Note and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in equity.

Certain Additional Matters. (aA) At Lender’s option, the Lender shall have the right to cause the Depository Central and Ancillary Account Banks to entitle each of the Deposit Account and any Ancillary Accounts with any designation Lender may select in its sole and absolute discretion. The name of the accounts account may be changed in connection with an assignment of either of the Loan by LenderLender or a permitted assignment of the Property by Borrower, in each case, to reflect such assignment. (bB) The Deposit Account Central and any Ancillary Accounts shall be assigned the federal tax identification numbers number of the Borrower, which number Borrower represents is accurately set forth on Schedule 7.8. Prior to application in accordance with the terms hereof, all amounts in the Deposit Account Central and any Ancillary Accounts shall remain assets of the Borrower, subject to the pledge, lien and security interest granted to Lender hereunder, and subject to all of the terms and conditions of this Agreement and the other Loan Documents. (cC) In order to further secure the performance by the Borrower of the Obligations and full performance by the Borrower of all of its Borrower’s obligations, covenants and agreements under this Agreement and the other Loan Documents, and as a material inducement for Lender to make the Loan in accordance with the terms of the Loan Documents, the Borrower hereby (i) requests that the Deposit Account Central and any Ancillary Accounts be established on their its behalf at the Depository Central and Ancillary Account Banks and (ii) acknowledges and agrees that (x) the Deposit Account Central and any Ancillary Accounts will be subject to the sole dominion, control and discretion of LenderLender (which may be exercised through the Servicer), subject to the terms, covenants and conditions of this Agreement, (y) Lender shall have the sole right to make withdrawals or transfers of funds from the Deposit Account Central and any Ancillary Accounts subject to the terms of this Agreement, and (z) neither the Borrower nor any other Person claiming on behalf of or through the Borrower shall have any right or authority, whether whether, express or implied, to withdraw any funds, investments or other properties from, the Deposit Account or any Central and Ancillary Accounts, or to give any instructions with respect to the Deposit Account or any Central and Ancillary Accounts. (dD) The Borrower agrees to pay the fees of the Depository Central and Ancillary Account Banks in accordance with the customary fees charged by the Depository such banks for the services described herein, as such fees are established from time to time. Lender shall cause each of the Depository applicable banks to include its fees in an account analysis statement. (eE) Lender may replace any of the Depository applicable banks with a new bank upon five (5) days’ notice to the Borrower. Borrower hereby agrees to take all action necessary to facilitate the transfer of the respective obligations, duties and rights of any such Depository bank to the successor thereof selected by Lender in its sole and absolute discretion. (fF) Lender shall terminate this Agreement upon payment in full of the Obligations and shall return to the Borrower all monies then held in the Deposit Account Central and any Ancillary Accounts after liquidating all Permitted Investments. In connection with, and on the date of, payment in full of the Obligations, Borrower may credit monies of or for the benefit of Borrower then held by Lender toward such payment in full, provided that Borrower provides Lender with all authorizations and other documents Lender may reasonably require, and that such monies are immediately available without impediment to Lender. (gG) Lender may exercise in respect of the Deposit Account Collateral all rights and remedies available to Lender hereunder or under the other Loan Documents, or otherwise available at law or in equity. Upon the occurrence of an Event of Default, Lender may exercise in respect of the Deposit Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code then in effect in the applicable jurisdiction. (hH) Without limiting the generality of the foregoing or any other provisions of this Agreement, the Borrower acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default, it will have no further right to request or otherwise require Lender to disburse funds from the Deposit Account Central and any Ancillary Accounts in accordance with the terms of this Agreement, it being agreed that Lender may, at its option, do any one or more of the following or (i) direct the Depository Central and Ancillary Account Banks to continue to hold the funds in the Deposit Account Central and any Ancillary Accounts, or (ii) direct the Depository Central and Ancillary Account Bank to issue payment to the Operating Account or to vendors for payment of Expenses, or (iii) direct that the Central and Ancillary Account Bank from time to time disburse all or any portion of the funds held in the Deposit Account Central and any Ancillary Accounts then or thereafter held by the Depository Central and Ancillary Account Banks to Lender, in which event Lender may apply said funds to the Obligations, in any order and in such manner as Lender may determine in its sole and absolute discretion. (iI) Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time: (i1) collect, appropriate, redeem, realize upon or otherwise enforce its rights with respect to the Deposit Account Collateral, or any part thereof, without notice to the Borrower and without the need to institute any legal action, make demand to or upon the Borrower or any other Person, exhaust any other remedies or otherwise proceed to enforce its rights; (ii2) execute (in the name, place and stead of the Borrower) any endorsements, assignments or other instruments of conveyance which may be required for the withdrawal and negotiation of the Deposit Account Collateral; and/or (iii3) exercise all other rights and remedies available to Lender under applicable law, hereunder, or under any of the other Loan Documents. Lender shall provide to the Borrower, in writing, an accounting of all monies so applied promptly following written request after any such application. (jJ) Notwithstanding anything to the contrary contained herein: (i1) The Borrower shall remain liable under the Loan Documents to the extent set forth therein to perform all of its respective obligations thereunder; (ii2) The exercise by Lender of any of its rights hereunder shall not release the Borrower from its obligations under any of the Loan Documents, nor shall it constitute an election of remedies by Lender or a waiver by Lender of any of its rights and remedies under the Loan Documents; (iii3) Except as expressly set forth in this Agreement or in any of the other Loan Documents, Lender shall not have any obligation or liability by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of the Borrower hereunder or to take any action, in each case, to collect or enforce any claim for payment assigned hereunder; and (iv4) Lender shall not have to resort to using the Deposit Account Collateral before making demand upon or bringing an action against Borrower under any Loan Document or against any guarantor under any guaranty given in connection with the LoanLoan (unless and only to the extent otherwise expressly provided in any such guaranty). (kK) No failure on the part of Lender to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; , nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Agreement or the other Loan Documents. The remedies provided in this Agreement, the Note and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in equity.