Accounts Generally. (a) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts, the Cash Management Account and any sub-account thereof. The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification number of Borrower, which is 00-000-0000. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.
(b) Without limiting the provisions of the Security Instrument, to further secure the full and timely payment and performance of the Debt, Borrower hereby expressly grants to Lender a continuing, first priority security interest in, and pledges and collaterally assigns to Lender all of Borrower’s rights, title and interest in, to and under, all of the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located: (i) in the Collection Accounts, the Cash Management Account, all sub-accounts thereof and all security entitlements, investment property and other financial assets at any time and from time to time deposited or contained therein or credited thereto (as each such term is defined in Article 8 and Article 9 of the UCC); (ii) any and all monies, checks, deposits, investment property or other financial assets now or hereafter credited to the Collection Accounts or the Cash Management Account (including any sub-account thereof) or held by or on behalf of Lender; and (iii) all proceeds (as defined in the UCC) of all or any of the foregoing. Borrower will at its sole cost and expense take all actions necessary to maintain in favor of Lender a first priority perfected security interest in the Collection Accounts and the Cash Management Account, including, without limitation, entering into the Account Control Agreement and filing (and Borrower hereby irrevocably authorizes Lender to file) UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Collection Accounts or the Cash Management Account. Borrower shall not, without obtaining the prior consent of Lender, further pledge, assign or grant any security interest in the Collection Accounts, the Cash Management Account, any sub-account thereof or any monies deposited therein or other financial assets credited thereto or permit any Lien to at...
Accounts Generally. If at any time Administrative Agent reasonably determines that the funds available in any Reserve Account will not be sufficient to pay for the cost or expense for which such funds have been required to be deposited with Administrative Agent hereunder by the date required therefor, or if Administrative Agent determines in good faith (based on the then-current Approved Annual Budget or on review of a physical conditions report for the Property, or any other objective, third party source) to reassess its estimate of the amount reasonably necessary to be reserved for any such costs or expenses, then, at Administrative Agent’s option provided to Borrower in writing, Borrower shall increase its monthly payments to Administrative Agent with respect to the applicable Reserve Account(s) by the amount that Administrative Agent so notifies Borrower is required and/or deposit the shortfall amount determined by Administrative Agent into the applicable Reserve Account(s) within twenty (20) Business Days of notice from Administrative Agent. The insufficiency of any balance in any Reserve Account shall not relieve Borrower from its obligations under the Loan Documents. Subject to the terms and conditions of this Agreement, the Cash Management Account, the Clearing Account, and the Reserve Accounts shall be under the sole dominion and control of Administrative Agent (which dominion and control may be exercised by Servicer), Administrative Agent and Servicer shall have the sole right to make withdrawals from such accounts (without limiting the terms and conditions of this Agreement or the Clearing Account Agreement), and all costs and expenses for establishing and maintaining such accounts shall be paid by Borrower. Administrative Agent may replace such accounts or establish new accounts from time to time in its sole discretion, and Xxxxxxxx hereby agrees that it shall take all action reasonably necessary to facilitate the transfer of the respective obligations, duties and rights of any applicable bank to the successor thereof selected by Administrative Agent in its sole discretion. Interest or other earnings that may accrue with respect to any funds held in a Reserve Account (if any) shall not be required to be remitted to Borrower or any Reserve Account and shall instead he retained by Administrative Agent (or at Administrative Agent’s election, its Servicer or any other designee of Administrative Agent). The funds in the Reserve Accounts shall not constitute trust funds...
Accounts Generally. Any deposit made into any of the -------------------- Lock-Box Accounts, the Collection Account or the Spread Account hereunder shall be irrevocable, and shall be held in such account in trust by the Deal Agent hereunder, together with all interest thereon, and applied solely as provided herein.
Accounts Generally. You must have an Account to enroll in eBanking. You may access eBanking using a personal computer or mobile device with access to the Bank's web site at xxxx://xxx.xxxxxxxxxxxxxx.xxx (the “Website”). We reserve the right, in our sole discretion and as permitted by applicable law, to limit the availability of the Services to certain account types, IP addresses or end-user country of origin. When you enroll in the Services, accountholders must enroll under separate User IDs. It is your responsibility to notify us if a signer or other person to whom you have provided your User ID and password should no longer be given access to the eBanking. Each of your Accounts will continue to be subject to the agreement that already applies to it. Joint Account owners have the right to any information or to make any request associated with their Account. Please refer to the specific agreement governing your Accounts for more information. Additionally, each Account and your use of eBanking will be subject to the following: • the terms or instructions appearing on a screen when using eBanking; • the Banks rules, procedures and policies applicable to each Account and eBanking; • the rules and regulations of any funds transfer system (such as the payment card networks or automated clearing house network) used in connection with eBanking; and • applicable Texas and federal laws and regulations. You authorize the Bank to provide access to you to all your Accounts through eBanking. For each Account to which access is provided, consumers may request removal of such access by sending a message through the eBanking secure message system or written letter to Allegiance Bank, P.O. Box 41314, Houston, TX 77241-1314. You may access an Account on the Website to obtain balances, transaction history and other information. To access an Account or use a Service (a) consumer Bank customers must have a User ID and password and the required hardware and software as described in Section II.5., and (b) business Bank customers must have Company ID (business customers only), User ID and password and the required hardware and software as described in Section II.5. The Bank attempts to provide accurate, complete and timely Account information through the eBanking Website. Subject to the terms of this Agreement, you will generally be able to access your eligible Accounts through the Website seven (7) days a week, twenty-four (24) hours a day. At certain times, Allegiance eBanking website may not be a...
Accounts Generally. Client agrees to maintain a minimum of at least one (1) Account with Bank with funds sufficient to cover the Transfers initiated pursuant to the Services, and to cover fees required to pay for Services provided. Client agrees that only Accounts established exclusively for business purposes will be used for use of the Services and Transfers pursuant to the Agreement, and that in no event will Transfers hereunder be conducted using accounts of Client or its employees, officers, directors, members, or owners that were established primarily or used for personal, family or household purposes.
Accounts Generally. Seller has the complete and unrestricted power and the unqualified right to sell, assign and deliver the servicing of the Accounts to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire the right to service the Accounts free and clear of any Liens and there exists no restriction to Seller on the use or transfer of the Accounts to Buyer. No Person other than Seller has any right or interest in the Accounts, including the right to grant interests in Accounts to third parties. No restrictions will exist as of the Closing Date that would operate to restrict Buyer’s right to resell the servicing of the Accounts.
Accounts Generally. 9.7.1 The Rental Income Account and the General Account shall be denominated in sterling.
9.7.2 This clause 9 does not limit or affect the Borrower’s obligations to pay the Secured Obligations or to make voluntary or mandatory payments under the Finance Documents.
9.7.3 The Bank shall not be responsible to the Borrower for the non-payment of any of the Secured Obligations which could be paid out of moneys standing to the credit of any Control Account nor shall the Bank be liable for any withdrawal from a Control Account wrongly made (except for gross negligence, fraud or wilful misconduct by the Bank).
Accounts Generally. The Lockbox Account and the Cash Management Account shall be subject to the additional terms and conditions set forth in Article 12 hereof.
Accounts Generally. With respect to Accounts (other than Equipment Accounts) with a combined value in excess of ten percent (10%) of all of Borrowers’ Accounts (other than Equipment Accounts) then outstanding, no Borrower shall (a) grant any material extension of the time of payment thereof, (b) to any material extent, compromise, compound or settle the same for less than the full amount thereof, (c) release, wholly or partly, any Person liable for the payment thereof, or (d) allow any credit or discount whatsoever thereon other than trade discounts granted by such Borrower in the ordinary course of business of such Borrower.
Accounts Generally. Should the Professional Company, in consultation with the Service Company, decide to open any new bank or other account, such account will be designated as a Lockbox Account and subject to the corresponding requirements of Section 2.3(b). The Professional Company will deposit and hold all Professional Company funds in a Lockbox Account, subject to the transfer of such funds to the Operating Account in accordance with Section 2.3(b).
