Common use of Establishment of the Accounts Clause in Contracts

Establishment of the Accounts. The Collateral and Intercreditor Agent shall establish each Dollar-denominated Account with the Securities Intermediary at such time as such Account shall be required or be desirable pursuant to the terms of this Agreement, and shall notify the Grantors and the Secured Parties upon such establishment and shall direct relevant payments to such Account. Each agreement between the Securities Intermediary and the Collateral and Intercreditor Agent establishing any Account shall be substantially in the form set forth in Exhibit J hereto or in such other form as shall be agreed by the Collateral and Intercreditor Agent and the Securities Intermediary, and shall provide, and each Grantor authorizes such agreement to provide, that (i) such Account is a “securities account” (within the meaning of the UCC) and the Securities Intermediary is acting thereunder as a securities intermediary (within the meaning of the UCC), (ii) the Collateral and Intercreditor Agent shall have exclusive control over each Account and shall be the “entitlement holder” of such Account within the meaning of the UCC, (iii) the Securities Intermediary shall not accept any instruction or entitlement order from any Person other than the Collateral and Intercreditor Agent with respect thereto, (iv) the name of each Account shall include a reference to the Collateral and Intercreditor Agent acting under this Agreement, (v) the Securities Intermediary shall not change the name or account number of any Account without the prior written consent of the Collateral and Intercreditor Agent, (vi) each item of property (whether cash, a security, an instrument or obligation, share, participation, interest or any other property whatsoever) credited to an Account shall be treated as a financial asset (within the meaning of the UCC) and (vii) for the avoidance of doubt, the Securities Intermediary shall promptly comply with all instructions and entitlement orders given by the Collateral and Intercreditor Agent, including, without limitation, with respect to the transfer or withdrawal of financial assets and amounts in any Account, without further consent of any Grantor or any other Person. Any Account established under any other jurisdiction shall be in the name of the Collateral and Intercreditor Agent, under the sole and exclusive control of the Collateral and Intercreditor Agent, and shall otherwise be established in a manner sufficient to provide the Collateral and Intercreditor Agent with a perfected security interest therein.

Establishment of the Accounts. The Collateral and Intercreditor Paying Agent shall establish each Dollar-denominated Account with establish, on or before the Securities Intermediary at such time as such Account shall be required or be desirable pursuant to the terms of this AgreementClosing Date, and shall notify maintain in the Grantors and name of the Collateral Agent, for the benefit of the Secured Parties upon such establishment Parties, with a bank that is a Qualified Institution, (i) the Collection Account and shall direct relevant payments to such (ii) the Reserve Account. Each agreement between the Securities Intermediary and , in each case over which the Collateral Agent shall have sole dominion and Intercreditor Agent establishing control and from which neither the Servicer nor the Borrower shall have any Account shall be substantially in the form right of withdrawal, except as otherwise set forth in Exhibit J hereto or the Account Control Agreement. The Borrower will be required to pay all reasonable fees and expenses owing to the Paying Agent in such other form as shall be agreed by connection with the Collateral and Intercreditor Agent and maintenance of the Securities Intermediary, Accounts for its own account and shall provide, and each Grantor authorizes such agreement not be entitled to provide, any payment therefor. To the extent that (i) such the Reserve Account or Collection Account is a “securities account” (within the meaning of Section 8-501 of the UCC: (i) and the Securities Intermediary is acting thereunder Paying Agent shall comply with any order or instructions (each, an “Order”) from the Administrative Agent directing transfer or redemption of any financial asset credited to such account without further consent by the Borrower, the Borrower Loan Trustee, the Heights/SouthernCo Entities, the Servicer or any other Person; (ii) the Paying Agent shall treat any investment property, financial assets, securities, instruments, general intangibles or other property credited to any such account as a securities intermediary (“financial assets” within the meaning of Section 8-102(a)(9) of the UCC); and (iii) securities or financial assets credited to the Reserve Account or the Collection Account, (ii) the Collateral and Intercreditor Agent shall have exclusive control over each Account and as applicable, shall be registered in the name of the Paying Agent, indorsed to the Paying Agent or in blank or credited to another securities account maintained in the name of the Paying Agent and in no case will any financial asset credited to the Reserve Account or the Collection Account, as applicable, be registered in the name of the Borrower or the Servicer, payable to the order of the Borrower or the Servicer, or specially indorsed to the Borrower or the Servicer, except to the extent the foregoing have been specially indorsed to the Paying Agent or in blank. To the extent that the Reserve Account or the Collection Account is a “entitlement holderdeposit account” of such Account within the meaning of Section 9-102(a)(29) of the UCC, the Paying Agent shall comply with any order or instructions (iiieach also, an “Order”) the Securities Intermediary shall not accept any instruction or entitlement order from any Person other than the Collateral and Intercreditor Agent with respect thereto, (iv) at the name of each Account shall include a reference to the Collateral and Intercreditor Agent acting under this Agreement, (v) the Securities Intermediary shall not change the name or account number of any Account without the prior written consent direction of the Collateral and Intercreditor Administrative Agent, (vi) each item directing disposition of property (whether cash, a security, an instrument or obligation, share, participation, interest or any other property whatsoever) credited to an Account shall be treated as a financial asset (within the meaning of the UCC) and (vii) for the avoidance of doubt, the Securities Intermediary shall promptly comply with all instructions and entitlement orders given by the Collateral and Intercreditor Agent, including, without limitation, with respect to the transfer or withdrawal of financial assets and amounts funds in any Account, such accounts without further consent of any Grantor by the Borrower, the Borrower Loan Trustee, the Heights/SouthernCo Entities, the Servicer or any other Person. Any Account established under Regardless of any provision in any other jurisdiction agreement, for purposes of the UCC, New York shall be in deemed to be the name Depository Institution’s jurisdiction and the Reserve Account and the Collection Account (as well as any securities entitlements related thereto) shall be governed by the laws of the Collateral and Intercreditor Agent, under the sole and exclusive control State of the Collateral and Intercreditor Agent, and shall otherwise be established in a manner sufficient to provide the Collateral and Intercreditor Agent with a perfected security interest thereinNew York. Section 7.05.

Establishment of the Accounts. The Collateral Each Credit Party that is the owner of a Borrowing Base Asset (each, an “Owner”), shall establish, or cause to be established, one or more Eligible Accounts with respect to its respective Borrowing Base Asset (individually, each a “Property Account”, and Intercreditor Agent collectively, the “Property Accounts”) with one or more Property Account Banks into which such parties shall deposit, or cause to be deposited, all Revenue from such Borrowing Base Asset not already deposited directly into such Property Account. Notwithstanding anything to the contrary set forth herein, the Owners and the Borrower can establish each Dollar-denominated Account one or more joint Property Accounts (which for clarity may be in the Borrower’s name) into which the Revenue from the Borrowing Base Assets may be deposited and commingled with the Securities Intermediary at such time Revenue from other Borrowing Base Assets so long as such Account shall be required or be desirable pursuant to the terms of this Agreement, and shall notify the Grantors and the Secured Parties upon such establishment and shall direct relevant payments to such Account. Each agreement between the Securities Intermediary and the Collateral and Intercreditor Agent establishing any Account shall be substantially in the form set forth in Exhibit J hereto or in such other form as shall be agreed by the Collateral and Intercreditor Agent and the Securities Intermediary, and shall provide, and each Grantor authorizes such agreement to provide, that (i) such Account is a “securities account” (within the meaning no funds other than Revenues from one or more of the UCC) Borrowing Base Assets and the Securities Intermediary is acting thereunder as a securities intermediary (within the meaning other funds of the UCC), Owners shall be deposited into such Property Accounts and (ii) the Collateral funds deposited are otherwise accounted for in accordance with the Guarantor Subsidiary Requirements. Each Owner shall execute an agreement with the Administrative Agent and Intercreditor Agent shall have exclusive the Property Account Bank in each case providing for the control over each Account and of such Accounts in favor of the Administrative Agent, which agreement shall be in form and substance satisfactory to the Administrative Agent (as Modified, the “entitlement holder” of such Control Agreements”). The Control Agreements shall provide, inter alia, that so long as the Property Account within Bank has not received notice from Administrative Agent that a Cash Sweep Event has occurred and a Cash Sweep Period is then continuing, all sums deposited in the meaning Property Accounts may be further disbursed, in accordance with the terms of the UCCCredit Documents, (iii) at the Securities Intermediary shall not accept direction of the applicable Owner or Borrower. At any instruction or entitlement order from any Person time other than during a Cash Sweep Period, the Collateral Borrower and Intercreditor Agent with respect theretoeach Owner shall be permitted to remit all funds from the Property Accounts to an account(s) (the “General Account”) in which funds from such Property Accounts and other funds of the Parent Guarantor, (iv) Borrower and Parent Guarantor’s other Subsidiaries may be commingled. The Borrower and each Owner shall be permitted to pay any liabilities and expenses from such General Account, but agree, in any event, to use sums remitted as provided in the name of each Account shall include a reference preceding sentence to pay operating expenses arising from or related to any Borrowing Base Asset to the Collateral and Intercreditor Agent acting under this Agreement, extent not otherwise paid directly by an Owner (vor an Approved Manager on Owner’s behalf) the Securities Intermediary shall not change the name or a Tenant. Borrower has established an account number of any Account without the prior written consent of the Collateral and Intercreditor Agent, (vi) each item of property (whether cash, a security, an instrument or obligation, share, participation, interest or any other property whatsoever) credited to an Account shall be treated as a financial asset (within the meaning of the UCC) and (vii) for the avoidance of doubt, the Securities Intermediary shall promptly comply with all instructions and entitlement orders given by the Collateral and Intercreditor Agent, including, without limitation, with respect to the transfer or withdrawal of financial assets and amounts in any Account, without further consent of any Grantor or any other Person. Any Account established under any other jurisdiction shall be Cash Management Bank in the name of Administrative Agent (the Collateral and Intercreditor Agent“Cash Sweep Account”). During a Cash Sweep Period, under upon delivery of a request from the sole and exclusive control of Administrative Agent to the Collateral and Intercreditor AgentBorrower, and all Revenues (including any Revenues then deposited in any Property Account), shall otherwise be established deposited into the Cash Sweep Account in a manner sufficient to provide the Collateral and Intercreditor Agent accordance with a perfected security interest thereinSection 3 below. The Cash Sweep Account shall be governed by this Agreement.