Collateral Maintenance and Administration Sample Clauses

Collateral Maintenance and Administration. (a) The Shares shall have been credited to the Custodian by DTC and credited by the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, upon written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender the amount of any taxes that the Lender may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien thereon. (f) At all times prior to the foreclosure of any Shares by the Lender pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing, the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent wit...
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Collateral Maintenance and Administration. (a) Promptly upon written demand of Secured Party, Pledgor shall pay to Secured Party the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other than Permitted Liens, unless the Collateral is being freed from a Permitted Lien described in clause (a) of the definition thereof in connection with foreclosure on the Collateral). For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party in its capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Pledgor. (b) Unless an Event of Default has occurred and is continuing, Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Relevant Collateral Shares, except as contemplated by the Margin Loan Documentation or with Pledgor’s consent. (c) At all times prior to the sale of any Relevant Collateral Shares pursuant to an exercise of remedies hereunder, subject to Section 6.11 of the Loan Agreement, Pledgor shall be entitled to exercise voting rights with respect to the Relevant Collateral Shares. (d) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. federal, state and local tax purposes.
Sample 1See All (7)
Collateral Maintenance and Administration. (a) The parties hereto agree that at all times prior to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes. (b) Unless an Indemnification Trigger Event (as defined below) has occurred and is continuing, subject to the Standstill (as defined below), (i) Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Collateral Shares or give any entitlement orders or instructions with respect to the Collateral, except with Pledgor’s consent, and (ii) subject to the FSFR Voting Agreement, Pledgor shall retain all voting rights with respect the Collateral Shares.
Sample 1Sample 2Sample 3See All (6)
Collateral Maintenance and Administration. (a) Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholding, on payments to, or proceeds and payments realized from, the Collateral. Subject to the terms of Confirmation, promptly upon written demand of Secured Party, Grantor shall pay to and indemnify Secured Party (including, for the purposes of this paragraph, any of its Affiliates) against the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor), (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor or to free any Collateral from any Lien thereon (other than Permitted Liens) or (z) payments of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable Taxes. Notwithstanding anything to the contrary elsewhere in the Confirmation or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis), all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this ...
Sample 1See All (4)
Collateral Maintenance and Administration. (a) Prior to Closing, Pledgor shall use commercially reasonable efforts (i) to appoint Custodian to hold all the Collateral, subject to a custody agreement reasonably acceptable to each Secured Party (it being understood that the Custodian’s standard form of custody agreement shall be deemed reasonably acceptable) (the “Custody Agreement”), (ii) to establish the Collateral Account on the books of Custodian and (iii) to enter into a Control Agreement in form and substance reasonably satisfactory to Collateral Agent. (b) Promptly upon written demand of any Secured Party, Pledgor shall pay to such Secured Party the amount of any Taxes that such Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein or to free any Collateral from any Lien thereon. Pledgor shall indemnify and hold harmless each Secured Party with respect to any Taxes to which this Section 3(b) applies. (c) The parties hereto agree that at all times prior to the release of any Collateral to any Secured Party, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes.
Sample 1
Collateral Maintenance and Administration. (a) Promptly upon written demand of Secured Party, Pledgor shall pay to Secured Party the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon. For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party in its capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Pledgor. Pledgor shall indemnify and hold harmless Secured Party with respect to any Taxes to which this provision applies. (b) Unless an Event of Default has occurred and is continuing, Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Collateral. (c) At all times prior to an exercise of remedies hereunder during the existence of an Event of Default, Pledgor shall be entitled to exercise voting and other rights with respect to the Collateral. (d) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. federal, state and local tax purposes.
Sample 1

Related to Collateral Maintenance and Administration

  • General and Administrative Costs The Borrower shall ensure that the payment of all the general and administrative costs of the Borrower and the Owners in connection with the ownership and operation of the Ships (including, without limitation, the payment of the management fees pursuant to the Management Agreements) shall be fully subordinated to the payment obligations of the Borrower and the Owners under this Agreement and the other Finance Documents throughout the Security Period.

  • COLLECTION AND ADMINISTRATION 42 5.1 Borrower's Loan Accounts ............................................................. 42 5.2 Statements ........................................................................... 42 5.3

  • Management and Administration 5.1 TxDOT Responsibility for Policy Decisions

  • Maintenance and Insurance (a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in good working order and condition, making all necessary repairs thereto and renewals and replacements thereof. (b) The Company shall maintain or cause to be maintained, at its own expense, insurance in form, substance and amounts (including deductibles), which the Company deems reasonably necessary to the Company's business, (i) adequate to insure all assets and properties of the Company, which assets and properties are of a character usually insured by persons engaged in the same or similar business against loss or damage resulting from fire or other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be incurred by the Company; (iii) as may be required by the Transaction Documents and/or applicable law and (iv) as may be reasonably requested by Secured Party, all with adequate, financially sound and reputable insurers.

  • General Maintenance Borrower shall maintain the Project Site and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with the applicable provisions of the Anaheim Municipal Code. Borrower shall maintain the improvements and landscaping on the Project Site in accordance with the Maintenance Standards (as hereinafter defined). Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Project Site and any and all other improvements on the Project Site. To accomplish the maintenance, Borrower shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. Borrower and its maintenance staff, contractors or subcontractors shall comply with the following standards (collectively, “Maintenance Standards”): (i) The Project Site shall be maintained in conformance and in compliance with reasonable maintenance standards for comparable first quality affordable housing projects, including but not limited to painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. The Project Site shall be maintained in good condition and in accordance with the custom and practice generally applicable to comparable first quality affordable apartment complexes in the County of Orange (the “County”). (ii) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (iii) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. Governmental Lender agrees to notify Borrower in writing if the condition of the Project Site does not meet with the Maintenance Standards and to specify the deficiencies and the actions required to be taken by Borrower to cure the deficiencies. Upon notification of any maintenance deficiency, Borrower shall have commenced to cure such deficiency within thirty (30) days and shall diligently act to correct, remedy or cure such deficiency within no more than sixty (60) days. If the written notification states the problem is urgent relating to the public health and safety of the City of Anaheim or Governmental Lender, then Borrower shall have forty-eight (48) hours to rectify the problem. In the event Borrower does not maintain the Project Site in the manner set forth herein and in accordance with the Maintenance Standards, Governmental Lender shall have, in addition to any other rights and remedies hereunder, the right to maintain the Project Site, or to contract for the correction of such deficiencies, after written notice to Borrower, and Borrower shall be responsible for the payment of all such costs incurred by Governmental Lender.

  • Maintenance and Operation Member-Generator agrees to maintain their system and facilities in accordance with applicable manufacturer's recommended maintenance schedule and standard prudent engineering practices. Member-Generator covenants and agrees to operate their system, facilities and equipment so as to minimize the likelihood for a malfunction or other disturbance, damaging or otherwise affecting or impairing Cooperative’s electrical system. Member-Generator shall comply with all applicable laws, regulations, zoning, building codes, safety rules and other environmental regulations or restrictions applicable to the design, installation, operation and maintenance of the Member-Generator's System.

  • Network Maintenance and Management 38.1 The Parties will work cooperatively to implement this Agreement. The Parties will exchange appropriate information (for example, maintenance contact numbers, network information, information required to comply with law enforcement and other security agencies of the government, escalation processes, etc.) to achieve this desired result. 38.2 Each Party will administer its network to ensure acceptable service levels to all users of its network services. Service levels are generally considered acceptable only when End Users are able to establish connections with little or no delay encountered in the network. Each Party will provide a twenty four (24)-hour contact number for Network Traffic Management issues to the other’s surveillance management center. 38.3 Each Party maintains the right to implement protective network traffic management controls, such as “cancel to”, “call gapping” or seven (7)-digit and ten (10)-digit code gaps, to selectively cancel the completion of traffic over its network, including traffic destined for the other Party’s network, when required to protect the public-switched network from congestion as a result of occurrences such as facility failures, switch congestion or failure or focused overload. Each Party shall immediately notify the other Party of any protective control action planned or executed. 38.4 Where the capability exists, originating or terminating traffic reroutes may be implemented by either Party to temporarily relieve network congestion due to facility failures or abnormal calling patterns. Reroutes shall not be used to circumvent normal trunk servicing. Expansive controls shall be used only when mutually agreed to by the Parties. 38.5 The Parties shall cooperate and share pre-planning information regarding cross-network call-ins expected to generate large or focused temporary increases in call volumes to prevent or mitigate the impact of these events on the public-switched network, including any disruption or loss of service to the other Party’s End Users. Facsimile (FAX) numbers must be exchanged by the Parties to facilitate event notifications for planned mass calling events. 38.6 Neither Party shall use any Interconnection Service provided under this Agreement or any other service related thereto or used in combination therewith in any manner that interferes with or impairs service over any facilities of AT&T-21STATE, its affiliated companies or other connecting telecommunications carriers, prevents any carrier from using its Telecommunications Service, impairs the quality or the privacy of Telecommunications Service to other carriers or to either Party’s End Users, causes hazards to either Party’s personnel or the public, damage to either Party’s or any connecting carrier’s facilities or equipment, including any malfunction of ordering or billing systems or equipment. Upon such occurrence either Party may discontinue or refuse service, but only for so long as the other Party is violating this provision. Upon any such violation, either Party shall provide the other Party notice of the violation at the earliest practicable time. 38.7 AT&T TENNESSEE hereby commits to provide Disaster Recovery to CLEC according to the plan below. 38.7.1 AT&T TENNESSEE Disaster Recovery Plan 38.7.2 In the unlikely event of a disaster occurring that affects AT&T TENNESSEE’s long-term ability to deliver traffic to a CLEC, general procedures have been developed by AT&T TENNESSEE to hasten the recovery process in accordance with the Telecommunications Service Priority (TSP) Program established by the FCC to identify and prioritize telecommunication services that support national security or emergency preparedness (NS/EP) missions. A description of the TSP Program as it may be amended from time to time is available on AT&T TENNESSEE’s Wholesale – Southeast Region Web site. Since each location is different and could be affected by an assortment of potential problems, a detailed recovery plan is impractical. However, in the process of reviewing recovery activities for specific locations, some basic procedures emerge that appear to be common in most cases. 38.7.3 These general procedures should apply to any disaster that affects the delivery of traffic for an extended time period. Each CLEC will be given the same consideration during an outage, and service will be restored as quickly as possible. AT&T TENNESSEE reserves the right to make changes to these procedures as improvements become available or as business conditions dictate. 38.7.4 This plan will cover the basic recovery procedures that would apply to every CLEC.

  • Record Maintenance and Retention A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor’s Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration date or seven (7) years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved, whichever is later.

  • Maintenance of Fire Insurance and Omissions and Fidelity Coverage (a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan) fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.

  • Account Maintenance Trade Allocations Trade Reporting; (Futures) Daily Trade Checkout Daily Statement Reconciliation

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!