Common use of Operation of Accounts Clause in Contracts

Operation of Accounts. (a) The Borrower, GDS Suzhou and the Guarantor shall: (i) maintain the Accounts; and (ii) establish or cause to be established any other accounts if such account(s) is/are required to be opened under any applicable laws or regulations or at the request of any Governmental Agency; provided that any such account(s) must be opened with the Account Bank unless otherwise required by the applicable laws or regulations or the relevant Governmental Agency, in each case on terms consistent with the principles applicable under the then existing Finance Documents and subject to any terms and conditions the Facility Agent may reasonably specify. (b) The Borrower, GDS Suzhou or the Guarantor shall provide the Facility Agent a breakdown showing the sources and purposes of amounts received in each Receiving Account on each Waterfall Date. (c) The Borrower shall ensure no other accounts may be maintained by the Borrower with any other banks or other financial institutions (other than the Account Bank) during the life of the Loans except for the Existing Accounts, and the Borrower shall close the relevant Existing Account by the time as set out in rightmost column in Schedule 8 (List of Existing Accounts). (d) The Borrower, GDS Suzhou and the Guarantor shall ensure, after 60 days from the date of this Agreement, no any amounts under the Service Contracts may be paid into any other account (other than a Receiving Account). (e) Upon the occurrence of an Event of Default, the Security Agent shall be entitled without any prior notice to or consent from the Borrower, GDS Suzhou or the Guarantor or any other person, to offset and apply any or all of the funds in any or all of the Accounts, in its sole discretion and without limitation, to reduce the Secured Liabilities. The Borrower, GDS Suzhou and the Guarantor shall fully cooperate with the Security Agent in the exercise of such rights to the extent the exercise of such rights does not conflict with any applicable law or regulation or any Finance Documents. The rights of the Security Agent in this Clause 18 (Cash Management) shall be in addition to all other rights and remedies provided to the Security Agent in the Finance Documents. (f) Notwithstanding any other provisions of this Clause 18 (Cash Management), the insufficiency of funds on deposit in any Account at any time shall not relieve any Obligor Party from the obligation to make any payments as and when due, whether due pursuant to the Finance Documents or otherwise, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (g) Nothing in this Clause 18 (Cash Management) shall be construed as imposing an obligation on the Facility Agent or any other Finance Party to be responsible for any payment that any Obligor Party would otherwise be responsible, whether under the Finance Documents or otherwise.

Operation of Accounts. (a) The BorrowerBorrowers, GDS Suzhou and the Guarantor shallGDS Beijing shall and each Obligor shall procure GDS HK and GDS Shanghai to: (i) maintain the Accounts; and (ii) establish or cause to be established any other accounts if such account(s) is/are required to be opened under any applicable laws or regulations or at the request of any Governmental Agency; provided that any such account(s) must be opened with the Account Bank unless otherwise required by the applicable laws or regulations or the relevant Governmental Agency, in each case on terms consistent with the principles applicable under the then existing Finance Documents and subject to any terms and conditions the Facility Agent may reasonably specify. (b) The BorrowerBorrowers, GDS Beijing and GDS Suzhou or the Guarantor shall, and each Obligor shall procure GDS HK and GDS Shanghai to, provide the Facility Agent a breakdown showing the sources and purposes of amounts received in each Receiving Account on each Waterfall Date. (c) The Each Borrower shall ensure no other accounts may be maintained by the that Borrower with any other banks or other financial institutions (other than the Account Bank) during the life of the Loans except for the Existing Accounts, and the each Borrower shall close the relevant Existing Account by the time as set out in rightmost the column (Targeted Timeline for Closure of the Existing Accounts) in Schedule 8 (List of Existing Accounts). (d) The BorrowerBorrowers, GDS Suzhou and the Guarantor GDS Beijing shall, and each Obligor shall procure GDS HK and GDS Shanghai to, ensure, after 60 90 days from the date of this Agreement, no any amounts under the Service Contracts may be paid into any other account (other than a Receiving Account). (e) Upon the occurrence of an Event of Default, the Security Facility Agent shall be entitled entitled, without any prior notice to or consent from the any Borrower, GDS Suzhou Beijing, GDS Suzhou, GDS HK or the Guarantor GDS Shanghai or any other person, to offset and apply any or all of the funds in any or all of the Accounts, in its sole discretion and without limitation, to reduce the Secured Liabilities. The Each Borrower, GDS Beijing and GDS Suzhou shall, and the Guarantor each Obligor shall procure GDS HK and GDS Shanghai to, fully cooperate with the Security Facility Agent in the exercise of such rights to the extent the exercise of such rights does not conflict with any applicable law or regulation or any Finance Documents. The rights of the Security Facility Agent in this Clause 18 (Cash Management) shall be in addition to all other rights and remedies provided to the Security Facility Agent in the Finance Documents. (f) Notwithstanding any other provisions of this Clause 18 (Cash Management), the insufficiency of funds on deposit in any Account at any time shall not relieve any Obligor Party from the obligation to make any payments as and when due, whether due pursuant to the Finance Documents (to the extent applicable) or otherwise, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (g) Nothing in this Clause 18 (Cash Management) shall be construed as imposing an obligation on the Facility Agent or any other Finance Party to be responsible for any payment that any Obligor Party would otherwise be responsible, whether under the Finance Documents or otherwise.

Operation of Accounts. (a) The BorrowerBorrowers, GDS Suzhou and the Guarantor shallGDS Beijing shall and each Obligor shall procure GDS HK and GDS Shanghai to: (i) maintain the Accounts; and (ii) establish or cause to be established any other accounts if such account(s) is/are required to be opened under any applicable laws or regulations or at the request of any Governmental Agency; provided that any such account(s) must be opened with the Account Bank unless otherwise required by the applicable laws or regulations or the relevant Governmental Agency, in each case on terms consistent with the principles applicable under the then existing Finance Documents and subject to any terms and conditions the Facility Agent may reasonably specify. (b) The BorrowerBorrowers, GDS Beijing and GDS Suzhou or the Guarantor shall, and each Obligor shall procure GDS HK and GDS Shanghai to, provide the Facility Agent a breakdown showing the sources and purposes of amounts received in each Receiving Account on each Waterfall Date. (c) The Each Borrower shall ensure no other accounts may be maintained by the that Borrower with any other banks or other financial institutions (other than the Account Bank) during the life of the Loans except for the Existing Accounts, and the each Borrower shall close the relevant Existing Account by the time as set out in rightmost the column (Targeted Timeline for Closure of the Existing Accounts) in Schedule 8 (List of Existing Accounts). (d) The BorrowerBorrowers, GDS Suzhou and the Guarantor GDS Beijing shall, and each Obligor shall procure GDS HK and GDS Shanghai to, ensure, after 60 days from the date of this Agreement28 October 2016, no any amounts under the Service Contracts may be paid into any other account (other than a Receiving Account). (e) Upon the occurrence of an Event of Default, the Security Facility Agent shall be entitled entitled, without any prior notice to or consent from the any Borrower, GDS Suzhou Beijing, GDS Suzhou, GDS HK or the Guarantor GDS Shanghai or any other person, to offset and apply any or all of the funds in any or all of the Accounts, in its sole discretion and without limitation, to reduce the Secured Liabilities. The Each Borrower, GDS Beijing and GDS Suzhou shall, and the Guarantor each Obligor shall procure GDS HK and GDS Shanghai to, fully cooperate with the Security Facility Agent in the exercise of such rights to the extent the exercise of such rights does not conflict with any applicable law or regulation or any Finance Documents. The rights of the Security Facility Agent in this Clause 18 (Cash Management) shall be in addition to all other rights and remedies provided to the Security Facility Agent in the Finance Documents. (f) Notwithstanding any other provisions of this Clause 18 (Cash Management), the insufficiency of funds on deposit in any Account at any time shall not relieve any Obligor Party from the obligation to make any payments as and when due, whether due pursuant to the Finance Documents (to the extent applicable) or otherwise, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (g) Nothing in this Clause 18 (Cash Management) shall be construed as imposing an obligation on the Facility Agent or any other Finance Party to be responsible for any payment that any Obligor Party would otherwise be responsible, whether under the Finance Documents or otherwise.