IN CONNECTION WITH
THE FOREGOING SHALL BE PAID BY BORROWER.
CONCURRENTLY WITH THE PAYMENT TO
LENDER OF THE PRINCIPAL AMOUNT OF, AND UNPAID INTEREST ON, AND ALL OTHER SUMS
DUE UNDER, THE NOTE, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND WHETHER OR
NOT BORROWER SHALL REQUEST AN ASSIGNMENT AS SET FORTH IN THIS 0, LENDER SHALL
DELIVER TO BORROWER (I) A PAYOFF LETTER IN CUSTOMARY FORM, (II) ALL ORIGINAL
INSURANCE POLICIES RELATING TO THE PROPERTY WHICH ARE BEING HELD BY OR ON BEHALF
OF LENDER, (III) ANY AMOUNTS HELD IN ESCROW OR IN ANY RESERVE ACCOUNT PURSUANT
TO THE LOAN DOCUMENTS OR OTHERWISE, (IV) ANY OTHER COLLATERAL THAT MAY HAVE BEEN
DELIVERED TO LENDER IN CONNECTION WITH THE LOAN, AND (V) A TERMINATION OF ANY
GUARANTIES DELIVERED TO LENDER IN CONNECTION WITH THE LOAN (EXCEPT TO THE EXTENT
THAT ANY PORTION OF SUCH GUARANTIES ARE EXPRESSLY INTENDED TO SURVIVE PURSUANT
TO THE TERMS THEREOF), DULY EXECUTED BY LENDER.
37
ARTICLE III
CASH MANAGEMENT
SECTION 3.1
CASH MANAGEMENT.
3.1.1
ESTABLISHMENT OF ACCOUNTS.
BORROWER HEREBY CONFIRMS THAT, SIMULTANEOUSLY
WITH THE EXECUTION OF THIS AGREEMENT, PURSUANT TO THE ACCOUNT AGREEMENT, IT HAS
ESTABLISHED OR CAUSED TO BE ESTABLISHED WITH COLLECTION BANK, IN THE NAME OF
BORROWER FOR THE BENEFIT OF LENDER, AS SECURED PARTY, THE "COLLECTION ACCOUNT"
(AS SUCH TERM IS DEFINED IN THE ACCOUNT AGREEMENT), WHICH HAS BEEN ESTABLISHED
AS A NON-INTEREST‐BEARING DEPOSIT ACCOUNT.
THE COLLECTION ACCOUNT AND THE FUNDS
DEPOSITED THEREIN SHALL SERVE AS ADDITIONAL SECURITY FOR THE LOAN.
PURSUANT TO
THE ACCOUNT AGREEMENT, BORROWER SHALL IRREVOCABLY INSTRUCT AND AUTHORIZE
COLLECTION BANK TO DISREGARD ANY AND ALL ORDERS FOR WITHDRAWAL FROM THE
COLLECTION ACCOUNT MADE BY, OR AT THE DIRECTION OF, BORROWER OR MANAGER OTHER
THAN TO TRANSFER ALL AMOUNTS ON DEPOSIT IN THE COLLECTION ACCOUNT ON A DAILY
BASIS TO AN ACCOUNT ESTABLISHED BY AND UNDER THE CONTROL OF LENDER AT THE
DEPOSIT BANK (THE "DEPOSIT ACCOUNT").
LENDER SHALL NOT COMMINGLE FUNDS IN THE
DEPOSIT ACCOUNT WITH ANY OTHER FUNDS.
BORROWER AGREES THAT, PRIOR TO THE
PAYMENT OR OTHER SATISFACTION IN FULL OF THE INDEBTEDNESS, THE TERMS AND
CONDITIONS OF THE ACCOUNT AGREEMENT SHALL NOT BE AMENDED OR MODIFIED WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER (WHICH CONSENT LENDER MAY GRANT OR WITHHOLD IN
ITS REASONABLE DISCRETION).
IN RECOGNITION OF LENDER'S SECURITY INTEREST IN THE
FUNDS DEPOSITED INTO THE COLLECTION ACCOUNT, BORROWER SHALL IDENTIFY THE
COLLECTION ACCOUNT WITH THE NAME OF LENDER, AS SECURED PARTY.
THE COLLECTION
ACCOUNT SHALL BE NAMED AS FOLLOWS:
"REGO II BORROWER LLC F/B/O BANK OF CHINA,
NEW YORK BRANCH, AS SECURED PARTY, COLLECTION ACCOUNT" (ACCOUNT NUMBER #
428107085 ‐ ABA ROUTING # 021000021).
LENDER SHALL ESTABLISH AND HOLD THE
FOLLOWING ACCOUNTS AND SUB-ACCOUNTS OF THE DEPOSIT ACCOUNT (EACH, A
"SUB‐ACCOUNT" AND, COLLECTIVELY, THE "SUB‐ACCOUNTS" AND, TOGETHER WITH THE
COLLECTION ACCOUNT, THE "COLLATERAL ACCOUNTS"), WHICH (A) MAY BE LEDGER OR BOOK
ENTRY SUB‐ACCOUNTS AND NEED NOT BE ACTUAL SUB‐ACCOUNTS, AND (B) SHALL EACH BE AN
ELIGIBLE ACCOUNT TO WHICH CERTAIN FUNDS SHALL BE ALLOCATED