WHICH SUCH BORROWER OR ANY AFFILIATE OF SUCH
BORROWER IS REQUIRED TO FILE WITH THE SEC IN ACCORDANCE WITH THE 1934 ACT OR ANY
RULES THEREUNDER NO LATER THAN THREE (3) DAYS AFTER THE FILING OF SUCH
DOCUMENTS.
SECTION 6.09
BANK ACCOUNTS.
(A)
THE BORROWERS SHALL HAVE ESTABLISHED AND
SHALL MAINTAIN THE FEEDER ACCOUNTS, THE CONCENTRATION ACCOUNT, THE OPERATING
ACCOUNTS AND THE INTEREST RESERVE ACCOUNT.
THE BORROWERS SHALL NOT CHANGE ANY
BANK ACCOUNT, OR OPEN ANY NEW BANK ACCOUNT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE LENDER.
48
(B)
THE BORROWERS HEREBY GRANT THE LENDER A LIEN
ON AND SECURITY INTEREST IN THE BANK ACCOUNTS AND ALL SUMS AT ANY TIME AND FROM
TIME TO TIME ON DEPOSIT THEREIN, AS FIRST PRIORITY COLLATERAL SECURITY FOR THE
PROMPT PAYMENT IN FULL WHEN DUE, WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE OF ALL THE OBLIGATIONS (INCLUDING EXECUTION OF ACCOUNT CONTROL
AGREEMENTS AS REQUESTED BY THE LENDER).
EACH BORROWER AGREES THAT AT ANY TIME
AND FROM TIME TO TIME AT ITS EXPENSE, IT WILL PROMPTLY EXECUTE AND DELIVER TO
THE LENDER ANY FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ANY FURTHER ACTIONS,
THAT THE LENDER MAY REASONABLY REQUEST, WITHIN FIVE (5) DAYS OF SUCH REQUEST, IN
ORDER TO PERFECT AND PROTECT ANY FIRST PRIORITY SECURITY INTEREST GRANTED OR
PURPORTED TO BE GRANTED HEREBY OR ENABLE THE LENDER TO EXERCISE AND ENFORCE ITS
RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY BANK ACCOUNT.
(C)
EACH BORROWER SHALL DEPOSIT ALL PROCEEDS
FROM ITS COLLECTIONS (INCLUDING THE UNITS, THE UNIT LEASES AND THE UNIT LEASE
RECEIVABLES) IN EVERY FORM, INCLUDING, WITHOUT LIMITATION, CASH, CHECKS AND
OTHER FORMS OF RECEIPTS ON THE FIRST SEVEN (7) BUSINESS DAYS OF EACH CALENDAR
MONTH AND ON A WEEKLY BASIS THEREAFTER INTO A FEEDER ACCOUNT (AND SUCH BORROWER
SHALL SATISFY THE REQUIREMENTS OF THIS SENTENCE BY COMPLYING HEREWITH IN ALL
MATERIAL RESPECTS).
PURSUANT TO AN ACCOUNT CONTROL AGREEMENT, ALL SUCH FUNDS
DEPOSITED INTO A FEEDER ACCOUNT SHALL ONLY BE SENT BY WIRE TRANSFER OR BANK
INTERNAL TRANSFER TO THE CONCENTRATION ACCOUNT.
(D)
EACH BORROWER SHALL PAY EXPENSES SOLELY FROM
THE OPERATING ACCOUNT.
PRIOR TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
DEFAULT, THE BORROWERS MAY WITHDRAW FUNDS FROM THE OPERATING ACCOUNT WITHOUT THE
PRIOR CONSENT OF THE LENDER.
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, THE LENDER MAY, BY NOTICE TO THE APPLICABLE ACCOUNT BANK,
CONDITION WITHDRAWALS FROM THE OPERATING ACCOUNT ON THE CONSENT OF THE LENDER OR
OTHERWISE CONTROL WITHDRAWALS FROM THE OPERATING ACCOUNT.
(E)
THE BORROWERS SHALL MAINTAIN A CASH RESERVE
IN THE INTEREST RESERVE ACCOUNT IN AN AMOUNT EQUAL TO $840,000, REPRESENTING THE
SUM OF INTEREST PAYMENTS FOR TWO (2) SUCCESSIVE MONTHLY PERIODS BASED ON AN
INTEREST RATE OF 7% AND AN OUTSTANDING PRINCIPAL AMOUNT EQUAL TO $72,000,000
(THE "INTEREST RESERVE AMOUNT"). THE BORROWERS SHALL BE PERMITTED TO INVEST THE
INTEREST RESERVE AMOUNT IN CERTAIN PERMITTED INVESTMENTS UPON TERMS ACCEPTABLE
TO BOTH THE BORROWERS AND THE LENDER; PROVIDED, THAT ANY SUCH