Common use of Security Account Clause in Contracts

Security Account. Each Borrower will maintain with Christiania Bank og Kreditkasse ASA, Cayman Islands (the "Account Holder") a special interest-bearing deposit account (each such account, the "Security Account") in the name of the relevant Borrower on the following terms and conditions: (a) Until such time as the Obligations of the Borrowers hereunder and under the Loan Documents shall have been paid in full and no Commitment remains outstanding hereunder (i) each Borrower will cause each charterer of its Vessel to make all payments of charter hire and other amounts payable under each charter or other contract of such Vessel to the Account Holder at its office referred to above for deposit in its respective Security Account, and will notify each other payor of freights and hires which are assigned to the Agent or the Lenders pursuant to the Earnings Assignment and each other payor of monies to the Borrowers to make all payments to the Account Holder at such office, EXCEPT THAT if a Default or Event of Default has occurred and is continuing all such amounts shall be paid to the order of the Agent, (ii) all payments of charter hire or other amounts assigned under or pursuant to the Earnings Assignment and all other similar amounts, payable to the Lenders, the Mortgagee or the Agent under or pursuant to the Mortgages shall be deposited and held by the Account Holder in the relevant Security Account, EXCEPT THAT if a Default or Event of Default has occurred and is continuing all such amounts shall be paid to the order of the Agent, and (iii) each Borrower will receive in trust for the Lenders and pay over to the Agent, for credit to the relevant Security Account, forthwith upon receipt, in the form received, any amounts required to be deposited in the Security Accounts as above provided but which are instead paid to or on behalf of such Borrower or any agent of such Borrower. (b) The Agent on behalf of the Lenders, shall have a security interest and charge in the Security Accounts pursuant to the terms of the Security Account Assignments. So long as no Default or Event of Default has occurred and is continuing, amounts on deposit in a Security Account may be released to the order of the relevant Borrower. If any Default or Event of Default shall have occurred and be continuing, all amounts then on deposit, or at any time thereafter deposited, in any Security Account, in lieu of being paid and applied as provided above, shall, in the sole discretion of the Agent, be paid by the Account Holder to the Agent to be retained by the Agent, and/or from time to time applied by the Agent against, any or all of the Obligations as such Obligations become due and payable whether by acceleration or otherwise. (c) Any funds remaining in any Security Account after the Loan and the Obligations irrevocably have been paid in full and when no Commitments remain outstanding hereunder shall be released to the relevant Borrower.

Security Account. Each Borrower will maintain hereby establishes with Christiania Bank og Kreditkasse ASA, Cayman Islands (the "Account Holder") Intermediary a special interest-bearing deposit security account (each such account, the "Security Account") as follows: (i) Borrower agrees to deposit in the Security Account monies to the extent required by Section 7.9. (ii) The Security Account shall be in the name of the relevant Borrower with all interest, and earnings, if any, earned on the following terms Security Account credited thereto, but under the sole dominion and conditions:control of WFBC and shall be invested in accordance with subparagraph (ix) herein below, as mutually agreed to by Borrower and WFBC in investments of at least investment grade. (aiii) Until such time Borrower hereby pledges to, and grants to, WFBC a security interest in the Security Account and all proceeds thereof, as security for the Obligations performance of the Borrowers hereunder obligations of Borrower hereunder. (iv) Upon the occurrence and under during the Loan Documents shall have been paid in full and no Commitment remains outstanding hereunder (i) each Borrower will cause each charterer continuation of its Vessel to make all payments of charter hire and other amounts payable under each charter or other contract of such Vessel to the Account Holder at its office referred to above for deposit in its respective Security Account, and will notify each other payor of freights and hires which are assigned to the Agent or the Lenders pursuant to the Earnings Assignment and each other payor of monies to the Borrowers to make all payments to the Account Holder at such office, EXCEPT THAT if a Default or an Event of Default has occurred and is continuing all such amounts shall be paid to the order of the Agentthat remains uncured, (ii) all payments of charter hire or other amounts assigned under or pursuant to the Earnings Assignment and all other similar amounts, payable to the Lenders, the Mortgagee or the Agent under or pursuant to the Mortgages shall be deposited and held by the Account Holder in the relevant Security Account, EXCEPT THAT if a Default or Event of Default has occurred and is continuing all such amounts shall be paid to the order of the Agent, and (iii) each Borrower will receive in trust for the Lenders and pay over to the Agent, for credit to the relevant Security Account, forthwith upon receipt, in the form received, WFBC may apply any amounts required to be deposited funds on deposit in the Security Accounts Account to the payment of any unpaid Drawings under the Letter of Credit, in such order as above provided but which are instead paid to the WFBC may determine in its sole discretion. (v) Neither the Borrower nor any person or entity claiming on behalf of such or through Borrower shall have any right to withdraw any of the funds held in the Security Account. Such funds shall be applied by WFBC in accordance with Section 2.3 or with this Paragraph (e). (vi) On the Expiration Date, WFBC shall apply funds then held in the Security Account to the payment of any agent of such amounts owed WFBC by Borrower, with the remainder to be disbursed to Borrower. (bvii) The Agent on behalf of the LendersBorrower agrees that it will not create or permit to exist any lien, shall have a security interest or other charge or encumbrance upon or with respect to the Security Account, except as provided in or contemplated by this Reimbursement Agreement. (viii) WFBC shall exercise reasonable care in the custody and charge presentation of any funds held in the Security Accounts pursuant Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially similar to that which Letter of Credit Bank accords the terms property of its customers, it being understood that Letter of Credit Bank or WFBC shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds. (ix) To the extent necessary to maintain interest on the Bonds exempt from federal income taxation under Section 103 of the Code, investment of the Security Account Assignments. So long as no Default or Event of Default has occurred and is continuing, amounts on deposit in a Security Account may be released restricted in yield or to the order certain types of the relevant investments upon written direction of Borrower. If any Default or Event of Default shall have occurred and be continuing, all amounts then on deposit, or at any time thereafter deposited, in any Security Account, in lieu of being paid and applied as provided above, shall, in the sole discretion of the Agent, be paid by the Account Holder to the Agent to be retained by the Agent, and/or from time to time applied by the Agent against, any or all of the Obligations as such Obligations become due and payable whether by acceleration or otherwise. (cx) Any WFBC agrees to keep adequate records of the investment of any funds remaining in any the Security Account after the Loan and the Obligations irrevocably have been paid in full and when to provide such records to Borrower upon request no Commitments remain outstanding hereunder shall be released to the relevant Borrowermore frequently than monthly.