Account Control. The Servicer acknowledges, represents and agrees that it has caused the Borrower to establish the Payment Account and each of the Collection Accounts and further acknowledges, represents and agrees that each such Collection Account and Payment Account is a deposit account maintained at an Eligible Bank. Neither the Borrower nor the Servicer shall instruct or permit any disbursements to be made from the Payment Account other than to the Administrative Agent or with the consent of the Administrative Agent. Without limiting the Servicer’s obligation pursuant to clauses (c) or (d) of Section 7.06, if, at any time any Collection Account or the Payment Account ceases to be with an Eligible Bank, the Servicer, and the Borrower shall, as promptly as practicable and in any event within thirty (30) days after the Servicer or the Borrower has knowledge thereof, (i) establish or cause to be established a new Collection Account and Payment Account with a depository institution that is an Eligible Bank, (ii) transfer any amounts held in such Collection Account and Payment Account to such new Collection Account or Payment Account, as applicable, and (iii) cause a Control Agreement to be in full force and effect in respect of such Eligible Bank. Neither the Servicer nor the Borrower shall terminate any Collection Account or the Payment Account except as contemplated by this Section 3.04, Section 7.03(d) or Section 7.06(c). Without the prior written consent of the Collateral Agent, neither the Servicer nor the Borrower shall cause or instruct any account bank maintaining any Collection Account or Payment Account to incur fees, costs and expenses other than the ordinary course fees, costs and expenses (including relating to returned items) relating to maintaining such Collection Account or Payment Account.
Account Control. Unless an Event of Default has occurred and is continuing, Collateral Agent hereby agrees that: (i) it will not send a “notice of control” under any applicable account control agreements, and (ii) as to accounts maintained by it, it shall not place a “hold” on any such accounts, except SVB may place a “hold” on any certificates of deposit or deposit or investment accounts pledged as Collateral to secure cash management services, corporate business credit cards or letters of credit separately issued or supplied by SVB under separate agreements between SVB and Borrower.
Account Control. Those authorized to establish and control accounts and VISA Check Cardholders (all applicable individuals must sign). Two authorized persons are required to sign below in order to effect any type of transaction on this account. ----------------------------------------------------------------- ----------------------------------------------------------------- SIGNATURE & TITLE 1 SIGNATURE & TITLE 3 [ ] CHECK FOR ADDITIONAL /s/ CONNIE J. EICHER -- Accounting Admin VISA CHECK CARD ----------------------------------------------------------------- ----------------------------------------------------------------- PRINT NAME & TITLE Connie J. Eicher/ACCT ADMIN DATE 07/13/01 PRINT NAME & TITLE DATE ---------------------------- ------------ ---------------------------- ------------ ----------------------------------------------------------------- ----------------------------------------------------------------- SIGNATURE & TITLE 2 SIGNATURE & TITLE 4 [ ] CHECK FOR ADDITIONAL /s/ DANIEL P. WEGMANN VISA CHECK CARD ----------------------------------------------------------------- ----------------------------------------------------------------- DANIEL P. WEGMANN/ PRINT NAME & TITLE CONTROLLER PLANNING, INC. DXXX 00/00/00 PRINT NAME & TITLE DATE ---------------------------- ------------ ---------------------------- ------------
Account Control. All shipments delivered to First State hereunder for and/or by Company said-to-contain Assets will be stored by First State as custodian, and will be recorded and maintained in accordance with this Agreement. Parties agree that Assets stored in Company’s Account are deemed to be owned by Company and once credited to the Account, may be acted on by First State only upon receipt of a Formal Notice from Company. First State agrees that upon receipt of at least one (1) business day prior Formal Notice from Company, it will transfer Assets from one account of Company to another designated account within First State’s facilities, or prepare Assets for delivery in accordance with Company’s Formal Notice.
Account Control. Prior to the Maturity Date, Borrower shall make payments on each Due Date in respect of the Loan, together with all interest, fees, charges and other Obligations owed to Lender, out of all and in an amount equal to all payments, cash, cash equivalents or other Investments or property held by Borrower on such Due Date, together with all interest, fees and charges to which Borrower is entitled in respect thereof, excluding the proceeds of any Excluded Event and any earnings thereon, including all amounts received from Sponsor Member as distributions received by Sponsor Member from Master Holdco or otherwise, and any other proceeds received by Borrower with respect to its Equity Interest in Sponsor Member, including from:
(i) the net proceeds of any Cash Grant paid with respect to the Projects; * Confidential Treatment Requested
(ii) any performance-based distributions made pursuant to Section 4.2 of the Master Holdco LLC Agreement;
(iii) proceeds from any Tax Equity Investor investing in one or more Project Entities, and the proceeds of any Sponsor Tax Benefit Monetization received by Sponsor or any Affiliate of Sponsor referred to in the definition of Sponsor Tax Benefit Monetization;
(iv) any other distributions to Sponsor Member pursuant to Article 4 of the Master Holdco LLC Agreement;
(v) proceeds of any true-up events under Section 3.2(i) of the Master Holdco LLC Agreement; and
(vi) proceeds from any Expected Sell-Down or other sale of Sponsor Member’s Equity Interests in Master Holdco to a third party. Borrower shall cause all amounts set forth in this Section 2.6(b), which Borrower receives from any source to be deposited into a bank account (the “Borrower Account”) at Xxxxx Fargo Bank, National Association or another bank acceptable to Lender (the “Account Control Bank”). The Borrower Account shall be pledged to Lender pursuant to the Account Control Agreement, as more particularly described in Section 2.6(g).
Account Control. (a) The Servicer acknowledges, represents and agrees that it has established each of the Lock-box Accounts, each of the Collection Accounts and the Omnibus Account and further acknowledges, represents and agrees that each such Account is a deposit 22
(b) The Collateral Agent hereby agrees that it shall (i) not deliver a Remittance Notice unless an Event of Termination shall have occurred and be continuing, (ii) deliver a Remittance Notice to ADT simultaneously with delivery of such Remittance Notice to the applicable account bank, and (iii) promptly rescind such Remittance Notice upon the cure or waiver of such Event of Termination, so long as no other Event of Termination or the Acceleration Date shall have occurred. ADT and the Collateral Agent hereby acknowledge and agree that the Daily Remittance Amount is intended to reflect the estimated amount of Collections. Accordingly, (i) ADT hereby agrees that after the delivery of the Remittance Notice, it shall not direct the account bank in respect of the Omnibus Account to distribute, apply or otherwise transfer any amounts to an account other than the Collateral Agent’s Account or the Reserve Account unless it has certified to the Collateral Agent that such amounts do not constitute Collections, together with reasonably detailed evidence supporting such certification and (ii) the Collateral Agent hereby agrees, and the parties hereto hereby acknowledge, that the Collateral Agent shall (A) promptly (following a two Business Day reconciliation period), cause an amount equal to the amount of Collections actually deposited to the Collateral Agent’s Account from the Omnibus Account since the date of delivery of such Remittance Notice, to be remitted (without duplication of any such amounts previously remitted) from the Reserve Account, to the extent funds are available therein, to the Omnibus Account, (B) remit amounts on deposit in the Reserve Account to the Collateral Agent’s Account in an amount equal to Collections (including Deemed Collections) that it reasonably determines in good faith (based upon ADT’s certification set forth in clause (i) above, the evidence supporting such certification, and the other reports, documents, certification and other information received by the Collateral Agent hereunder or under the other Transaction Documents) should have been deposited into the Collateral Agent’s Account but were not so deposited other than by reason of bankruptcy or insolvency, financial or credit condi...
Account Control. Agreements for all of Borrower’s deposit accounts in the United States and all securities accounts, each duly executed by all of the parties thereto.
Account Control. (a) Until the Principal Agreements have terminated and the Obligations have been paid in full, neither the Company nor any Obligor shall have any rights to withdraw cash or other property held in or credited to the Collateral Account, except as contemplated by the Indenture, the Term Loan Credit Facility, the Credit Agreement and the Intercreditor Agreement.
(b) The Collateral Agent shall make or direct the Depositary to make, to the extent required or authorized hereunder, withdrawals from the Collateral Account to make required payments to or on behalf of the Company in compliance with the provisions of the Indenture, the Term Loan Credit Facility, the Credit Agreement and the Intercreditor Agreement.
Account Control. VAR agrees to maintain overall account control and provide one point of contact with the end-user customer for equipment purchase, installation, billing, remote maintenance, moves, add and changes and service coordination as well as maintain end-user maintenance agreements. In cases where VAR has contracted with Mitel's Customer Care Center (CCC) for a specific end customer that end customer may contact the CCC directly to request services and support that are included in the Maintenance Agreement and Service Plan. The Mitel CCC will not discuss services and support that are not included in the Maintenance Agreement and Service Plan with VAR's end user customer if there is no prior authorization from the VAR.
Account Control. The Hotel is the sole owner of the Internet connection, and The Hotel reserves the right to terminate your account if your use of the Service is in violation of these terms and conditions.
