Joint Accounts If any of your accounts accessed under this Agreement are joint accounts, all joint owners, including any authorized users, shall be bound by this Agreement and, alone and together, shall be responsible for all EFT transactions to or from any share and share draft or loan accounts as provided in this Agreement. Each joint account owner, without the consent of any other account owner, may, and is hereby authorized by every other joint account owner, make any transaction permitted under this Agreement. Each joint account owner is authorized to act for the other account owners, and the Credit Union may accept orders and instructions regarding any EFT transaction on any account from any joint account owner.
Maintenance of Loan Account; Statements of Account (a) The Administrative Agent shall maintain an account on its books in the name of the Borrowers (the “Loan Account”) which will reflect (i) all Loans and other advances made by the Lenders to the Borrowers or for the Borrowers’ account, (ii) all Letter of Credit Disbursements, fees and interest that have become payable as herein set forth, and (iii) any and all other monetary Obligations that have become payable.
(b) The Loan Account will be credited with all amounts received by the Administrative Agent from the Borrowers or from other Persons for the Borrowers’ account, including all amounts received in the Concentration Account from the Blocked Account Banks, and the amounts so credited shall be applied as set forth in and to the extent required by Section 2.09(e) or Section 8.04, as applicable. After the end of each month, the Administrative Agent shall send to the Borrowers a statement accounting for the charges (including interest), loans, advances and other transactions occurring among and between the Administrative Agent, the Lenders and the Borrowers during that month. The monthly statements, absent manifest error, shall be deemed presumptively correct.
Joint Account 16.1 In the event that your Account (or any of them) is maintained jointly for you and one or more other persons (referred to as “Joint Account Holder” for the purpose of this Condition):
(a) we may at our reasonable discretion issue any Citibank ATM/Debit Card to each Joint Account Holder without reference or notice to you (and such Citibank ATM/Debit Card may or may not come with the functionality enabling Card Transactions as we consider appropriate);
(b) all references to “you” shall where the context allows include each and every Joint Account Holder in whose name the Account is maintained;
(c) you shall be jointly and severally bound to observe comply and perform the duties and obligations in these Terms and Conditions;
(d) we shall be entitled to make arrangements with or release any of you without thereby affecting in any way the obligations or continued liability of any other of them;
(e) your liabilities shall not be affected in any way by any dispute or counterclaim or right of set-off which the Joint Account Holders may have against each other or by the discharge of any one of them for any reason or by the invalidity or unenforceability of any of these Terms and Conditions in relation to any of the Joint Account Holders or by the death, disability, mental incapacity or bankruptcy of any of the Joint Account Holders;
(f) we shall be entitled to act or rely on any communication, request or instruction given or purported to be given by any Joint Account Holder (whether with or without your knowledge or authority) and you shall be bound by such communication, request or instruction; and
(g) any Account Statement or notice relating to the use of any Citibank ATM/ Debit Card or any facilities or benefits relating to the Citibank ATM/Debit Card or any amendment to these Terms and Conditions dispatched to any Joint Account Holder shall be deemed to have been dispatched and received by each and every Joint Account Holder (including yourself) at the time when that Joint Account Holder receives or is deemed to have received the same.
Maintenance of Loan Account; Statements of Obligations Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with all Revolving Loans (including Extraordinary Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or arranged by Issuing Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shall make available to Borrowers monthly statements regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after Agent first makes such a statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in such statement.
Additional Collateral; Additional Guarantors (a) Subject to this Section 6.11 and Section 6.13(b), with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within 60 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Liens permitted hereunder, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.
(b) With respect to any Person that is or becomes a direct Subsidiary of a Loan Party after the Closing Date, promptly (and in any event within 60 days after such Person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by such Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party (in each case, with respect to Foreign Subsidiaries, to the extent applicable and permitted under foreign laws, rules or regulations) or, if necessary to perfect a Lien under applicable Law, by means of an applicable Collateral Document, create a Lien on such Equity Interests and intercompany notes in favor of the Collateral Agent on behalf of the Secured Parties and (ii) cause any such new Subsidiary (A) to execute a joinder agreement reasonably acceptable to the Administrative Agent or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the applicable Collateral Documents (including the Security Agreement), substantially in the form annexed thereto, or, in the case of a Foreign Subsidiary, execute a security agreement compatible with the Laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Collateral Documents (including the Security Agreement) to be duly perfected to the extent required by such agreement in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent, or on which a Lien is required to be created, pursuant to clause (i) of this Section 6.11(b) shall not include any Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary by reason of clauses (b), (d), (f) or (g) of the definition of Excluded Subsidiary and (2) no Excluded Subsidiary or Unrestricted Subsidiary shall be required to take the actions specified in clause (ii) of this Section 6.11(b); provided that the exception set forth in clause (1) with respect to Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary by reason of clause (g) of the definition of Excluded Subsidiary of this sentence shall not apply to (A) voting stock of any Subsidiary that is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting power of all outstanding voting stock of such Subsidiary and (B) 100% of the Equity Interests not constituting voting stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for purposes of this Section 6.11(b).
(c) Promptly grant to the Collateral Agent, within 60 days of the acquisition thereof, a security interest in and mortgage in a form reasonably satisfactory to the Administrative Agent and Collateral Agent (a “Mortgage”) on each parcel of Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $15 million as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Liens permitted hereunder. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).
(d) The foregoing shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as (i) in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (ii) the creation or perfection of such pledges or security interests would violate third party contracts or applicable Law (including any Law requiring the approval or consultation of any “works council” or similar entity before a security interest can be granted, in which case the Borrowers shall use their commercially reasonable efforts to obtain such approval, unless the Administrative Agent shall determine in its reasonable judgment that such pledge or security interest shall not be required with respect to such assets). In addition, the foregoing will not require actions under this Section 6.11 by a Person if and to the extent that such action would (a) go beyond the corporate or other powers of the Person concerned (and then only as such corporate or other power cannot be modified or excluded to allow such action) or (b) unavoidably result in material issues of director’s personal liability, breach of fiduciary duty or criminal liability. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.
(e) Notwithstanding the foregoing provisions of this Section 6.11 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to Section 6.11 shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Amendment Effective Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Collateral Agent and Xxxxxxx. Notwithstanding the foregoing provisions of this Section 6.11 or anything in this Agreement or any other Loan Document to the contrary, any Subsidiary of the Company that Guarantees the Senior Subordinated Debt or the Senior Unsecured Debt shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness.
Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.
Addition of Accounts (a) (i) If, from time to time, Funding (A) becomes obligated to designate Additional Accounts pursuant to Subsection 2.08(a) of the Pooling and Servicing Agreement, or (B) elects to designate Additional Accounts pursuant to Subsection 2.08(b) of the Pooling and Servicing Agreement, then in either case Funding may, at its option, give Capital One written notice thereof on or before the eighth Business Day prior to the Addition Date therefor, and upon receipt of such notice Capital One shall on or before the Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts as requested by Funding.
(ii) Additionally, Capital One may, at its option and with the consent of Funding, designate newly originated Eligible Accounts to be included as Additional Accounts.
(b) On the Addition Date with respect to any designation of Additional Accounts, such Additional Accounts shall become Accounts, and Funding shall purchase Capital One’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
(i) Capital One shall have delivered to Funding copies of UCC financing statements covering such Additional Accounts, if necessary to perfect Funding’s interest in the Receivables arising therein and the related Purchased Assets;
(ii) as of each of the Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to Capital One shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Funding have been made in contemplation of the occurrence thereof;
(iii) Capital One shall have delivered to Funding an Officer’s Certificate of Capital One, dated the Addition Date, to the effect that (A) Capital One reasonably believes that such addition will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event under the Pooling and Servicing Agreement or any event to occur that, after the giving of notice or the lapse of time would constitute a Pay Out Event under the Pooling and Servicing Agreement and (B) in the case of Additional Accounts, no selection procedure was utilized by Capital One that would result in a selection of Additional Accounts (from the available Eligible Accounts owned by Capital One) that would be materially adverse to the interests of Funding as of the date of the addition;
(iv) Capital One shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Funding and shall have delivered to Funding the Account Schedule with respect to such Additional Accounts (in the case of Additional Accounts designated pursuant to Subsection 2.02(a)(i));
(v) Capital One and Funding shall have entered into a duly executed, written assignment, substantially in the form of Exhibit A (the “Supplemental Conveyance”); and
(vi) Capital One shall have delivered to Funding an Officer’s Certificate of Capital One, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (i) through (v) above.
Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.
Additional Accounting Services Ultimus shall also perform the following additional accounting services for each Portfolio:
(i) Provide monthly (or as frequently as may reasonably be requested by the Trust or a Portfolio's investment adviser) a set of financial statements for each Portfolio as described below, upon request of the Trust: Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets Security Purchases and Sales Journals Portfolio Holdings Reports
(ii) Provide accounting information for the following:
(A) federal and state income tax returns and federal excise tax returns; (B) the Trust's semi-annual reports with the SEC on Form N-SAR; (C) the Trust's annual, semi-annual and quarterly (if any) shareholder reports; (D) registration statements on Form N-1A and other filings relating to the registration of shares; (E) Ultimus' monitoring of the Trust's status as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended; (F) annual audit by the Trust's auditors; and (G) examinations performed by the SEC.
Project Accounts The Grantee agrees to establish and maintain for the Project either a separate set of accounts or accounts within the framework of an established accounting system, in a manner consistent with 49 C.F.R. § 18.20, or 49 C.F.R. § 19.21, as amended, whichever is applicable.
