Common use of Operating Account Clause in Contracts

Operating Account. i. Sub-Merchant will establish an Operating Account at a financial institution of Sub-Merchant’s choice prior to submitting any transactions to a Service. The Operating Account will be utilized for deposits from Payment Card Processing Transactions, eCheck Processing Transactions, and any other transactions agreed by WorkWave and Sub-Merchant. Sub-Merchant will advise WorkWave of the name and address of the financial institution, and the routing number and account number of the Operating Account. Sub- Merchant authorizes WorkWave to debit Fees from the Operating Account either daily, monthly or at other times deemed appropriate by WorkWave through the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all times, to ensure that all Fees can be paid and all Entries can be processed. iii. Sub-Merchant will designate employees authorized to make changes to the Operating Account. Any changes proposed to the Operating Account will be submitted in writing to WorkWave and must be approved in writing by WorkWave. Should Sub-Merchant make changes to the Operating Account without following the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated by WorkWave or its employees. iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from the Operating Account in connection with a Service. WorkWave will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. If required by WorkWave, or by any other financial institution where the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank charges.

Operating Account. i. SubEach Borrower irrevocably authorizes Agent to make all disbursements of Revolving Loans after the Closing Date into a non-Merchant interest bearing, DDA operating account maintained by Agent (the "Operating Account") that will establish an be structured and utilized for that purpose in accordance with Agent's policies and procedures from time to time in effect. Unless other arrangements are made with, and expressly agreed to by, Agent (e.g., disbursements of Revolving Loans by wire transfer), all advances of the Revolving Loans, will be credited to the Operating Account at a financial institution the end of Sub-Merchant’s choice prior the applicable Business Day on which the advance is made. With respect to submitting advances requested by Borrowing Agent to cover Presentments in the Controlled Disbursement Account, each Borrower hereby irrevocably authorizes Agent, without any transactions further written or oral request of Borrowing Agent or Borrower, to a Service. The transfer funds automatically from the Operating Account to the Controlled Disbursement Account in amounts necessary for the payment of checks and other items drawn on the Controlled Disbursement Account as such checks and other items ("Presentments") are presented to Agent for payment. If any Presentments in the Controlled Disbursement Account are paid by Agent in excess of funds available in the Operating Account for any reason, including the failure of Borrowing Agent to determine the correct amount of Presentments in its Advance Request, the amounts so paid by Agent will be utilized deemed to be an advance of Revolving Loans as a Prime Rate Loan for deposits from Payment Card Processing Transactionsall purposes of this Agreement and are hereby ratified and approved by each Borrower; however, eCheck Processing Transactions, and under no circumstances will Agent have any other transactions agreed by WorkWave and Sub-Merchant. Sub-Merchant will advise WorkWave obligation to pay any Presentments in the Controlled Disbursement Account in excess of the name and address of the financial institution, and the routing number and account number of funds available in the Operating Account. Sub- Merchant authorizes WorkWave Notwithstanding anything to debit Fees the contrary in this Section 2.7.2, Agent may, at any time hereafter on oral or written notice to Borrowing Agent, elect to discontinue the automatic sweeping of funds from the Operating Account either dailyto the Controlled Disbursement Account, monthly or at other times deemed appropriate but Agent instead may disburse proceeds of a Revolving Loan by WorkWave through the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all times, to ensure that all Fees can be paid and all Entries can be processed. iii. Sub-Merchant will designate employees authorized to make changes to crediting only the Operating Account. Any changes proposed Furthermore, Agent reserves the right to the Operating Account will be discontinue providing controlled disbursement accounts to its customers, including Borrowers (or any of them). Each request submitted in writing to WorkWave and by Borrowing Agent for a new advance of a Revolving Loan via wire transfer of funds must be approved in writing by WorkWave. Should Sub-Merchant make changes to the Operating Account without following the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated by WorkWave or its employees. iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from the Operating Account in connection with a Service. WorkWave will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. If required by WorkWave, Agent's wire transfer department (or by telephone or on-line functions made available by Agent's wire transfer department from time to time) via a duly completed and signed outgoing wire transfer form (or any other financial institution where the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank chargesreplacement form promulgated by Agent).

Operating Account. i. Sub-Merchant will establish an Operating Account at a financial institution of Sub-Merchant’s choice prior to submitting any transactions to a Service. (i) The Operating Account will shall be utilized used for deposits from Payment Card Processing Transactions, eCheck Processing Transactions, the purposes of (1) Seller’s payment of Price Differential and any other transactions agreed amounts owing to Buyers under this Agreement, the Side Letter or any other Transaction Document, except for amounts required to be paid, and that can be paid, from or to other Accounts pursuant to the Transaction Documents, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by WorkWave Administrative Agent (as agent and Sub-Merchant. Sub-Merchant representative of Buyers) that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Administrative Agent (as agent and representative of Buyers) for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Administrative Agent from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(h) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the seventh (7th) Business Day before each Remittance Date, Administrative Agent will advise WorkWave notify Seller in writing of the name Price Differential and address other amounts due Administrative Agent and Buyers on that Remittance Date. On or before each Remittance Date or, if later, seven (7) Business Days after Seller receives Administrative Agent’s notice provided for in the first sentence of this Subsection 5(d)(ii), Seller shall deposit into the financial institutionOperating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Administrative Agent and Buyers on that Remittance Date. On each Remittance Date, Administrative Agent shall withdraw funds from the routing number and account number Operating Account to effect such payment to the extent of funds then available in the Operating Account. Sub- Merchant authorizes WorkWave If the funds on deposit in the Operating Account are insufficient to debit Fees pay the amounts then due Administrative Agent and Buyers in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Administrative Agent shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Subsection 5(d)(i) will be disbursed by Administrative Agent to the Settlement Agent, prior lender or repurchase agreement counterparty or Seller, as applicable, along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Administrative Agent (as agent and representative of Buyers) to fund the Origination, transfer or other purchase of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Administrative Agent may withdraw funds from the Operating Account either dailyto pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, monthly or at other times deemed appropriate by WorkWave through Administrative Agent, in its sole discretion, may apply the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to amounts on deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all times, to ensure that all Fees can be paid and all Entries can be processedin accordance with the provisions of Section 5(e). iii. Sub-Merchant (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Administrative Agent, Buyers or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Administrative Agent will designate employees authorized to make changes to the Operating Account. Any changes proposed to transfer the Operating Account will be submitted in writing balance to WorkWave and must be approved in writing an account designated by WorkWave. Should Sub-Merchant make changes to the Operating Account without following the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated by WorkWave or its employeesSeller. iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from the Operating Account in connection with a Service. WorkWave will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. If required by WorkWave, or by any other financial institution where the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank charges.

Operating Account. i. Sub-Merchant will establish an Operating Account at a financial institution of Sub-Merchant’s choice prior to submitting any transactions to a Service. (i) The Operating Account will shall be utilized used for deposits from Payment Card Processing Transactions, eCheck Processing Transactions, the purposes of (1) Seller’s payment of Price Differential and any other transactions agreed amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by WorkWave Buyer that are to be disbursed at its Origination and Sub-Merchant. Sub-Merchant (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan and (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from F▇▇▇▇▇ Mae, F▇▇▇▇▇▇ Mac or another Approved Takeout Investor, as applicable, in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(k). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will advise WorkWave notify Seller in writing of the name Price Differential and address other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of the financial institution, and the routing number and account number of funds then available in the Operating Account. Sub- Merchant authorizes WorkWave to debit Fees from If the Operating Account either daily, monthly or at other times deemed appropriate by WorkWave through the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to funds on deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all timesare insufficient to pay the amounts then due Buyer in full, to ensure that all Fees can be paid and all Entries can be processed. iii. Sub-Merchant will designate employees authorized to make changes Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account. Any changes proposed , and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 4(c)(i) will be submitted in writing to WorkWave and must be approved in writing disbursed by WorkWave. Should Sub-Merchant make changes Buyer to the Operating Account without following Closing Agent along with the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated Purchase Price of the related Eligible Mortgage Loan being purchased by WorkWave or its employeesBuyer to fund the Origination of such Mortgage Loan as provided in Section 3(a). (iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from ) At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in connection accordance with the provisions of Section 4(e). (v) Unless (1) a Service. WorkWave will have no signatory Default or ownership rights an Event of Default has occurred and is continuing or (2) the balance in the Operating Account and will have no right is equal to negotiate or assert ownership rights in deposited funds. If required by WorkWaveless than any amounts then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, or by any other financial institution where Buyer may withdraw funds from the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank chargesAccount.

Operating Account. i. Sub-Merchant will establish an Operating Account at a financial institution of Sub-Merchant’s choice prior to submitting any transactions to a Service. (i) The Operating Account will shall be utilized used for deposits from Payment Card Processing Transactions, eCheck Processing Transactions, the purposes of (1) Sellers’ payment of Price Differential and any other transactions agreed amounts owing to Buyers under this Agreement, the Side Letter or any other Transaction Document, (2) Sellers’ funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by WorkWave Administrative Agent (as agent and Sub-Merchant. Sub-Merchant representative of Buyers) that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Administrative Agent (as agent and representative of Buyers) for that Eligible Mortgage Loan, (3) Sellers’ payment of any difference between the Repurchase Price and the amount received by Administrative Agent from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(g) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Administrative Agent will advise WorkWave notify any Seller in writing of the name Price Differential and address other amounts due Administrative Agent and Buyers on that Remittance Date. On or prior to the Business Day preceding each Remittance Date, Sellers shall jointly and severally deposit into the Operating Account an amount sufficient to pay all amounts due Administrative Agent and Buyers on that Remittance Date. On each Remittance Date, Administrative Agent shall withdraw funds from the Operating Account to effect such payment to the extent of the financial institution, and the routing number and account number of funds then available in the Operating Account. Sub- Merchant authorizes WorkWave If the funds on deposit in the Operating Account are insufficient to debit Fees pay the amounts then due Administrative Agent and Buyers in full, Sellers shall jointly and severally pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Administrative Agent shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Sellers in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(e)(i) will be disbursed by Administrative Agent to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Administrative Agent (as agent and representative of Buyers) to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Administrative Agent may withdraw funds from the Operating Account either dailyto pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, monthly or at other times deemed appropriate by WorkWave through Administrative Agent, in its sole discretion, may apply the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to amounts on deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all times, to ensure that all Fees can be paid and all Entries can be processedin accordance with the provisions of Section 5(f). iii. Sub-Merchant (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Administrative Agent, Buyers or any Indemnified Party under this Agreement or another Transaction Document, on any Seller’s request, Administrative Agent will designate employees authorized to make changes to the Operating Account. Any changes proposed to transfer the Operating Account will be submitted in writing balance to WorkWave and must be approved in writing an account designated by WorkWave. Should Sub-Merchant make changes to the Operating Account without following the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated by WorkWave or its employeessuch Seller. iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from the Operating Account in connection with a Service. WorkWave will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. If required by WorkWave, or by any other financial institution where the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank charges.

Operating Account. i. SubBorrower irrevocably authorizes Agent to make all disbursements of Revolving Loans after the Closing Date into a non-Merchant interest bearing, DDA operating account maintained by Agent, Account No. 130107146776 (the “Operating Account”), that will establish an be structured and utilized for that purpose in accordance with Agent’s policies and procedures from time to time in effect. Unless other arrangements are made with, and expressly agreed to by, Agent (e.g., disbursements of Revolving Loans by wire transfer), all advances of the Revolving Loans, will be credited to the Operating Account at a financial institution the end of Sub-Merchant’s choice prior the applicable Business Day on which the advance is made. With respect to submitting advances requested by Borrower to cover Presentments in the Controlled Disbursement Account, Borrower hereby irrevocably authorizes Agent, without any transactions further written or oral request of Borrower, to a Service. The transfer funds automatically from the Operating Account to the Controlled Disbursement Account in amounts necessary for the payment of checks and other items drawn on the Controlled Disbursement Account as such checks and other items (“Presentments”) are presented to Agent for payment. If any Presentments in the Controlled Disbursement Account are paid by Agent in excess of funds available in the Operating Account for any reason, including the failure of Borrower to determine the correct amount of Presentments in its Advance Request, the amounts so paid by Agent will be utilized deemed to be an advance of Revolving Loans as a Prime Rate Revolving Loan for deposits from Payment Card Processing Transactionsall purposes of this Agreement and are hereby ratified and approved by Borrower; however, eCheck Processing Transactions, and under no circumstances will Agent have any other transactions agreed by WorkWave and Sub-Merchant. Sub-Merchant will advise WorkWave obligation to pay any Presentments in the Controlled Disbursement Account in excess of the name and address of the financial institution, and the routing number and account number of funds available in the Operating Account. Sub- Merchant authorizes WorkWave Notwithstanding anything to debit Fees the contrary in this Section 2.6.2, Agent may, at any time hereafter on oral or written notice to Borrower, elect to discontinue the automatic sweeping of funds from the Operating Account either dailyto the Controlled Disbursement Account, monthly or at other times deemed appropriate but Agent instead may disburse proceeds of a Revolving Loan by WorkWave through the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all times, to ensure that all Fees can be paid and all Entries can be processed. iii. Sub-Merchant will designate employees authorized to make changes to crediting only the Operating Account. Any changes proposed Furthermore, Agent reserves the right to the Operating Account will be discontinue providing controlled disbursement accounts to its customers, including Borrower. Each request submitted in writing to WorkWave and by Borrower for a new advance of a Revolving Loan via wire transfer of funds must be approved in writing by WorkWave. Should Sub-Merchant make changes to the Operating Account without following the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated by WorkWave or its employees. iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from the Operating Account in connection with a Service. WorkWave will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. If required by WorkWave, Agent’s wire transfer department (or by telephone or on-line functions made available by Agent’s wire transfer department from time to time) via a duly completed and signed outgoing wire transfer form (or any other financial institution where the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank chargesreplacement form promulgated by Agent).

Operating Account. i. Sub-Merchant will establish an Operating Account at a financial institution of Sub-Merchant’s choice prior to submitting any transactions to a Service. The Operating Account will be utilized for deposits from Payment Card Processing Transactions, eCheck Processing Transactions, Transactions and any other transactions agreed by WorkWave and Sub-Merchant. Sub-Merchant will advise WorkWave of the name and address of the financial institution, and the routing number and account number of the Operating Account. Sub- Merchant authorizes WorkWave to debit Fees from the Operating Account either daily, monthly or at other times deemed appropriate by WorkWave through the ACH Network or by a manual debit. ii. Sub-Merchant will maintain the Operating Account throughout the term of this Agreement, including any extensions or renewals. Sub-Merchant agrees to deposit funds into the Operating Account and to maintain sufficient funds in the Operating Account at all times, to ensure that all Fees can be paid and all Entries can be processed. iii. Sub-Merchant will designate employees authorized to make changes to the Operating Account. Any changes proposed to the Operating Account will be submitted in writing to WorkWave and must be approved in writing by WorkWave. Should Sub-Merchant make changes to the Operating Account without following the aforementioned process, Sub-Merchant will indemnify and hold WorkWave harmless for any administration and/or ACH activity initiated by WorkWave or its employees. iv. Sub-Merchant authorizes WorkWave to make deposits to or withdrawals from the Operating Account in connection with a Service. WorkWave will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. If required by WorkWave, or by any other financial institution where the Operating Account is maintained, Sub-Merchant agrees to sign any additional documents to authorize deposits and withdrawals, including without limitation, ACH Transactions. Sub-Merchant waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any financial institution where the account is maintained. Sub-Merchant will be responsible for all bank charges.