Common use of Control of the Accounts Clause in Contracts

Control of the Accounts. (a) The Statement of Facts is true and correct and incorporated herein by reference. Each party to this Agreement hereby confirms that (i) each Account is a “deposit account”, (ii) this Agreement shall constitute an “authenticated record”, and (iii) the arrangements established under this Agreement shall constitute “control” of each Account, as each of those terms is defined in Article 9 of the Uniform Commercial Code as adopted in the State in which the respective Account identified in Appendix 1 is located (hereinafter referred to as the “Applicable UCC”). (b) The Company represents and warrants to the Agent that Appendix 1 contains a complete and accurate list of Accounts and Lockboxes maintained by the Company with the Bank and subject to this Agreement. The Company hereby covenants for the benefit of the Agent that the Company shall not open or maintain any deposit account with the Bank other than the Accounts listed on Appendix 1. Nothing in this Agreement shall be deemed to impose upon the Bank any duty to monitor or otherwise assure the Company’s compliance with this Section 1(b). (c) The Company hereby authorizes and directs the Bank to comply, and the Bank agrees to comply, with instructions given by the Agent in accordance with this Agreement directing the disposition of funds from time to time in any Account or as to any other matters relating to any Account or any of the other Account Collateral without further consent by the Company. The Bank shall be entitled to rely and act upon any instructions received by the Bank from the Agent. The Agent’s right to give instructions to the Bank regarding any Account Collateral shall include the right to give “stop payment orders” to the Bank for any items that may be presented to the Bank against any Account, and the Company also authorizes the Bank to follow such instructions by the Agent even if it results in the dishonor of items presented against any Account. (d) Each of the Company and the Agent hereby authorizes and directs the Bank to act solely upon the instructions of the Agent concerning the Lockboxes and the Accounts including, but not limited to, instructions to: (i) direct disposition of funds in the Accounts (including, but not limited, dispositions to or for the benefit of the Agent and/or the Bank), (ii) withdraw any amount from the Account(s), or (iii) draw upon or otherwise exercise any authority or powers with respect to the Lockboxes, the Accounts and all other Account Collateral until the Bank shall have received written instructions from the Agent in accordance with the provisions of Section 7 of this Agreement to the contrary. Effective as of the date of this Agreement: all Items Collateral received by the Bank in a Lockbox (subject to specific Lockbox instructions for processing the contents of mail received in the Lockbox) shall be deposited to the Account listed opposite such Lockbox on Appendix 1; all other Items Collateral received directly by the Bank for credit to an Account shall be credited to such Account, and; all available funds in an Account either shall (i) automatically and without further direction on each banking day be remitted, at the Company’s expense, solely to the account of the Agent set forth on Appendix 2 attached hereto and made a part hereof, or (ii) be subject to withdrawal or transfer based on written instructions given by the Agent to the Bank in accordance with this Section 7 of this Agreement. Unless otherwise instructed by the Agent in writing, none of the officers, agents or other representatives of the Company or any of its affiliates shall at any time during the term of this Agreement have any authority to direct the disposition of funds in any Account, or to draw upon or otherwise exercise any authority or power with respect to the Lockbox, any Account or any Account Collateral. (e) All defenses of the Bank under the Deposit Agreement, Federal Reserve Regulations and Operating Circulars, clearing house rules and applicable law (including, without limitation, the Applicable UCC) as to the collection and payment of items shall also be applicable to and enforceable against the Agent. Each of the Company and the Agent hereby authorizes and instructs the Bank to supply the Company’s or the Agent’s endorsement, as appropriate, to any Items Collateral that the Bank shall receive and deposit for collection to any Account.

Control of the Accounts. (a) The Statement Each of Facts is true and correct and incorporated herein by reference. Each party to this Agreement the parties hereto hereby confirms agrees that (i) each Account is a “deposit account”, (ii) this Agreement shall constitute an “authenticated record”, and (iii) the arrangements established under this Agreement shall constitute “control” of each Account, as each of those terms is defined in Article 9 of the Uniform Commercial Code as adopted in the State in which the respective Account identified in Appendix 1 is located (hereinafter referred to as the “Applicable UCC”). (b) The Company represents and warrants to the Agent that Appendix 1 contains a complete and accurate list of Accounts and Lockboxes maintained by the Company with the Bank and subject to this Agreement. The Company hereby covenants for the benefit of the Agent that the Company shall not open or maintain any deposit account with the Bank other than the Accounts listed on Appendix 1. Nothing in this Agreement shall be deemed to impose upon be a “securities account” and (ii) except as otherwise expressly provided herein, the Bank any duty to monitor or otherwise assure the Company’s compliance with this Section 1(b). (c) The Company hereby authorizes and directs the Bank to comply, and the Bank agrees to comply, with instructions given by the Agent in accordance with this Agreement directing the disposition of funds from time to time in any Account or as to any other matters relating to any Account or any of the other Account Collateral without further consent by the Company. The Bank Indenture Trustee shall be exclusively entitled to rely and act upon any instructions received by exercise the Bank from the Agentrights that comprise each Financial Asset held in each Account. The Agent’s right to give instructions to the Bank regarding any Account Collateral shall include the right to give “stop payment orders” to the Bank for any items that may be presented to the Bank against any Account, and the Company also authorizes the Bank to follow such instructions by the Agent even if it results in the dishonor of items presented against any Account. (d) Each of the Company parties hereto hereby agrees to cause the Indenture Trustee, the Custodian, or any other Securities Intermediary that holds any money or other property for the Seller in each Account to agree with the parties hereto that (A) the Cash and the Agent hereby authorizes and directs the Bank other property is to act solely upon the instructions be treated as a Financial Asset under Article 8 of the Agent concerning UCC and (B) the Lockboxes and “securities intermediary’s jurisdiction” (within the Accounts includingmeaning of Section 8-110 of the UCC) for that purpose shall be the State of New York. In no event may any Financial Asset held in each Account be registered in the name of, but not limited payable to the order of, or specially indorsed to, instructions the Seller, unless such Financial Asset has also been indorsed in blank or to the Custodian or other Securities Intermediary that holds such Financial Asset in each Account. Without limitation of the foregoing, all monies deposited in, and other assets credited to: , each Account pursuant to the Indenture and this Agreement will be held (i) direct disposition of funds in by the Accounts Indenture Trustee (including, but not limited, dispositions to or for and under the benefit sole dominion and control of the Agent and/or Indenture Trustee) as part of the Bank), (ii) withdraw any amount from the Account(s), or (iii) draw upon or otherwise exercise any authority or powers with respect to the Lockboxes, the Accounts and all other Account Collateral until the Bank shall have received written instructions from Note Balance has been reduced to zero and the Agent Collateral has been released pursuant to and in accordance with the provisions terms of Section 7 the Indenture and (ii) after the Note Balance has been reduced to zero and the Collateral has been released pursuant to and in accordance with the terms of the Indenture, by or on behalf of Purchaser, and in each case will be applied only upon the terms and conditions of the Basic Documents. However, Servicer may make deposits to or request that the Indenture Trustee (or, after the Note Balance has been reduced to zero, Purchaser) make deposits to or withdrawals from each Account in accordance with the Indenture, this Agreement to and the contraryother Basic Documents. Effective as of In addition, the date of this Agreement: all Items Collateral received by Servicer may make withdrawals from the Bank in a Lockbox (subject to specific Lockbox instructions for processing the contents of mail received in the Lockbox) shall be deposited to the Holding Account listed opposite such Lockbox on Appendix 1; all other Items Collateral received directly by the Bank for credit to an Account shall be credited to such Account, and; all available funds in an Account either shall (i) automatically and without further direction on each banking day be remitted, at the Company’s expense, solely to the account of extent specifically so provided in the Agent set forth on Appendix 2 attached hereto and made a part hereof, or (ii) be subject to withdrawal or transfer based on written instructions given by the Agent to the Bank in accordance with this Section 7 of this Note Purchase Agreement. Unless otherwise instructed by the Agent in writing, none of the officers, agents or other representatives of the Company or any of its affiliates shall at any time during the term of this Agreement have any authority to direct the disposition of funds in any Account, or to draw upon or otherwise exercise any authority or power with respect to the Lockbox, any Account or any Account Collateral. (e) All defenses of the Bank under the Deposit Agreement, Federal Reserve Regulations and Operating Circulars, clearing house rules and applicable law (including, without limitation, the Applicable UCC) as to the collection and payment of items shall also be applicable to and enforceable against the Agent. Each of the Company and the Agent hereby authorizes and instructs the Bank to supply the Company’s or the Agent’s endorsement, as appropriate, to any Items Collateral that the Bank shall receive and deposit for collection to any Account.

Control of the Accounts. (a) The Statement Each of Facts is true and correct and incorporated herein by reference. Each party to this Agreement the parties hereto hereby confirms agrees that (i) each Account is a “deposit account”, (ii) this Agreement shall constitute an “authenticated record”, and (iii) the arrangements established under this Agreement shall constitute “control” of each Account, as each of those terms is defined in Article 9 of the Uniform Commercial Code as adopted in the State in which the respective Account identified in Appendix 1 is located (hereinafter referred to as the “Applicable UCC”). (b) The Company represents and warrants to the Agent that Appendix 1 contains a complete and accurate list of Accounts and Lockboxes maintained by the Company with the Bank and subject to this Agreement. The Company hereby covenants for the benefit of the Agent that the Company shall not open or maintain any deposit account with the Bank other than the Accounts listed on Appendix 1. Nothing in this Agreement shall be deemed to impose upon be a “securities account” and (ii) except as otherwise expressly provided herein, the Bank any duty to monitor or otherwise assure the Company’s compliance with this Section 1(b). (c) The Company hereby authorizes and directs the Bank to comply, and the Bank agrees to comply, with instructions given by the Agent in accordance with this Agreement directing the disposition of funds from time to time in any Account or as to any other matters relating to any Account or any of the other Account Collateral without further consent by the Company. The Bank Indenture Trustee shall be exclusively entitled to rely and act upon any instructions received by exercise the Bank from the Agentrights that comprise each Financial Asset held in each Account. The Agent’s right to give instructions to the Bank regarding any Account Collateral shall include the right to give “stop payment orders” to the Bank for any items that may be presented to the Bank against any Account, and the Company also authorizes the Bank to follow such instructions by the Agent even if it results in the dishonor of items presented against any Account. (d) Each of the Company parties hereto hereby agrees to cause the Indenture Trustee, the Custodian, or any other Securities Intermediary that holds any money or other property for Seller in each Account to agree with the parties hereto that (A) the Cash and the Agent hereby authorizes and directs the Bank other property is to act solely upon the instructions be treated as a Financial Asset under Article 8 of the Agent concerning UCC and (B) the Lockboxes and “securities intermediary’s jurisdiction” (within the Accounts includingmeaning of Section 8-110 of the UCC) for that purpose shall be the State of New York. In no event may any Financial Asset held in each Account be registered in the name of, but not limited payable to the order of, or specially indorsed to, instructions Seller, unless such Financial Asset has also been indorsed in blank or to the Custodian or other Securities Intermediary that holds such Financial Asset in each Account. Without limitation of the foregoing, all monies deposited in, and other assets credited to: , each Account pursuant to the Indenture and this Agreement will be held (i) direct disposition of funds in by the Accounts Indenture Trustee (including, but not limited, dispositions to or for and under the benefit sole dominion and control of the Agent and/or Indenture Trustee) as part of the Bank), (ii) withdraw any amount from the Account(s), or (iii) draw upon or otherwise exercise any authority or powers with respect to the Lockboxes, the Accounts and all other Account Collateral until the Bank shall have received written instructions from Note Balance has been reduced to zero and the Agent Collateral has been released pursuant to and in accordance with the provisions terms of Section 7 the Indenture and (ii) after the Note Balance has been reduced to zero and the Collateral has been released pursuant to and in accordance with the terms of the Indenture, by or on behalf of Purchaser, and in each case will be applied only upon the terms and conditions of the Basic Documents. However, Servicer may make deposits to or request that the Indenture Trustee (or, after the Note Balance has been reduced to zero, Purchaser) make deposits to or withdrawals from each Account in accordance with the Indenture, this Agreement to and the contraryother Basic Documents. Effective as of In addition, Servicer may make withdrawals from the date of this Agreement: all Items Collateral received by the Bank in a Lockbox (subject to specific Lockbox instructions for processing the contents of mail received in the Lockbox) shall be deposited to the Holding Account listed opposite such Lockbox on Appendix 1; all other Items Collateral received directly by the Bank for credit to an Account shall be credited to such Account, and; all available funds in an Account either shall (i) automatically and without further direction on each banking day be remitted, at the Company’s expense, solely to the account of extent specifically so provided in the Agent set forth on Appendix 2 attached hereto and made a part hereof, or (ii) be subject to withdrawal or transfer based on written instructions given by the Agent to the Bank in accordance with this Section 7 of this New Note Purchase Agreement. Unless otherwise instructed by the Agent in writing, none of the officers, agents or other representatives of the Company or any of its affiliates shall at any time during the term of this Agreement have any authority to direct the disposition of funds in any Account, or to draw upon or otherwise exercise any authority or power with respect to the Lockbox, any Account or any Account Collateral. (e) All defenses of the Bank under the Deposit Agreement, Federal Reserve Regulations and Operating Circulars, clearing house rules and applicable law (including, without limitation, the Applicable UCC) as to the collection and payment of items shall also be applicable to and enforceable against the Agent. Each of the Company and the Agent hereby authorizes and instructs the Bank to supply the Company’s or the Agent’s endorsement, as appropriate, to any Items Collateral that the Bank shall receive and deposit for collection to any Account.