Breach of Controlled Account Agreement Sample Clauses

Breach of Controlled Account Agreement. Notwithstanding anything herein to the contrary, if the Controlled Account Bank breaches any covenant or other term or condition of any Controlled Account Agreement or otherwise fails to promptly comply with the instructions of the Applicable Holder in connection with the Master Account Collateral following the delivery of a Master Restricted Account Activation Instruction, at the written request of the Applicable Holder (each, a “Replacement Request”), (x) the Company shall consent to the transfer of the Master Account Collateral to a new financial institution selected by the Applicable Holder and reasonably satisfactory to the Company (each a “Replacement Controlled Account Bank”) and (y) a Controlled Account Agreement with respect to such Replacement Controlled Account Bank and a new account for the Master Account Collateral shall, as promptly as commercially practicable, be duly executed by the Company and such Replacement Controlled Account Bank (collectively, the “Replacement Conditions”); provided, that the Applicable Holder may, at its option, if the Applicable Holder has delivered a Master Restricted Account Activation Instruction to such Controlled Account Bank or the Replacement Conditions fail to be fully satisfied within ten (10) Trading Days of the applicable Replacement Request, withdraw the Master Account Collateral from such Replacement Controlled Account Bank and hold such Master Account Collateral until such time as the Replacement Conditions have been fully satisfied or, if an Event of Default has occurred and is continuing, such time as the Applicable Holder applies such Master Account Collateral against any outstanding payment obligations in accordance herewith. Notwithstanding anything herein to the contrary, if the Company or any of its Subsidiaries receives any of the Master Account Collateral in breach of any Controlled Account Agreement (or an amount is wired to the Company from a Master Restricted Account attributable to such holder of Notes without the proper written authorization of such holder of Notes), the Company shall promptly cause such amounts to be returned to such applicable Master Restricted Account.
Sample 1
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Related to Breach of Controlled Account Agreement

  • Deposit Account Control Agreement control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien on such account.

  • Account Control Agreement The provisions of Sections 8.02 and 8.05 are subject to the terms of the Account Control Agreement.

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

  • Securities Account Provisions If and to the extent any Collateral Account is a securities account (within the meaning of Section 8-501 of the UCC) the Financial Institution agrees that:

  • Controlled Accounts Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice of exclusive control, the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blank.

  • Account Control Agreements Account Control Agreements for all of Borrower’s deposit accounts and accounts holding securities duly executed by all of the parties thereto, in the forms provided by or reasonably acceptable to Lender.

  • Agent’s Own Account; Clients’ Account The Company consents to the Agent trading, in compliance with applicable law, in the Common Shares for the Agent’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement.

  • Establishment of Custodial Account; Deposits in Custodial Account The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):

  • Disbursement of Moneys from Fund Custody Account Upon receipt of Proper Instructions, the Custodian shall disburse moneys from the Fund Custody Account but only in the following cases:

  • Collateral Accounts Evidence that the Collateral Accounts have been established;

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