Control of the Collateral Accounts Sample Clauses

Control of the Collateral Accounts. (a) The Custodian will not comply with instructions or entitlement orders concerning the Collateral Accounts originated solely by Party B except as provided in Section 2(a) or 3(d). (b) Except as provided in Section 2(a) or 3(d) and subject to Section 3(c), the Custodian will take actions with respect to the Collateral Accounts only upon instructions and entitlement orders originated by Party A and Party B jointly. Party A will provide the Custodian, in the form of Exhibit B or in such other form reasonably acceptable to the Custodian (as it may be amended from time to time), the names and signatures of authorized parties who may give notices, instructions or entitlement orders concerning the Collateral Accounts. Other means of notice, instruction or entitlement order may be used if Party A and the Custodian agree to appropriate security procedures. (c) Upon receipt by the Custodian from Party A of a notice in the form of Exhibit C (a “Notice of Exclusive Control”) and following a reasonable time for the Custodian to act thereon, the Custodian shall thereafter only comply with instructions or entitlement orders originated solely by Party A with respect to the Collateral and Collateral Accounts, without any further consent of Party B, and Custodian will not comply with entitlement orders or instructions concerning the Collateral or Collateral Accounts originated by Party B without the prior written consent of Party A. Party A represents and warrants to Party B that Party A will issue to the Custodian a Notice of Exclusive Control only if Party A has determined in good faith that (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor under the Master Agreement which entitles Party A to exercise its rights as a secured party with respect to the Collateral and the Collateral Accounts. (d) Provided that the Custodian has not received a Notice of Exclusive Control, Party B may provide written notice to the Custodian in the form of Exhibit D (a “Notice of Return of Collateral”), stating (i) that (A) as a result of a Specified Party A Event (as defined below), Party B has designated an “Early Termination Date” under the Master Agreement with respect to all Transactions thereunder, (B) Party B has delivered a calculation statement to Party A in which there is an am...
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Control of the Collateral Accounts. This Control Agreement evidences the Secured Party’s control over the Collateral Accounts for purposes of the UCC (including Sections 9-104 and 9-106 thereof and Section 8-106 thereof). Notwithstanding anything to the contrary in the agreements between the Financial Institution and any Grantor governing the Collateral Accounts, if at any time the Financial Institution shall receive any order from the Secured Party (i) directing disposition of funds in any Collateral Account or (ii) directing transfer or redemption of any financial asset relating to a Collateral Account, the Financial Institution shall comply with such entitlement order or instruction without further consent by the Grantor or any other person.
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Control of the Collateral Accounts. (a) Subject to Section 3(b), the Custodian will take actions with respect to the Collateral Accounts, upon instructions and entitlement orders originated by the Agent or the Borrower. The Agent will provide the Custodian, in the form of Exhibit A (as it may be amended from time to time), the names and signatures of authorized parties who may give notices, instructions or entitlement orders concerning the Collateral Accounts. Other means of notice, instruction or entitlement order may be used if the Agent and the Custodian agree to appropriate security procedures. (b) Upon receipt by the Custodian from the Agent of a notice in the form of Exhibit B (a “Notice of Exclusive Control”) and following a reasonable time for the Custodian to act thereon, the Custodian shall thereafter comply with instructions or entitlement orders originated solely by the Agent with respect to the Collateral Accounts, without any further consent of the Borrower; provided that the Agent shall revoke any Notice of Exclusive Control in the event that the occurrence which resulted in the Agent’s right to issue such Notice of Exclusive Control ceases to exist or the Agent waives its right to issue such Notice of Exclusive Control.
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Control of the Collateral Accounts. (a) The Custodian will not comply with instructions or “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) concerning the Collateral originated solely by Borrower except as provided in Section 2(a) and this Section 3. (b) Prior to the receipt by the Custodian of a Notice of Exclusive Control, and following a reasonable time for the Custodian to act thereon, the Custodian may act upon (i) instructions received from the Borrower to release, transfer or substitute Collateral and (ii) instructions received from or through one or more intermediary systems, market utilities, or platforms utilized by the Administrative Agent and Borrower to effectuate Collateral movements, including without limitation, DTC's Margin Transit Utility. Upon direction by the Borrower which may include by standing instruction, the Custodian shall invest cash on deposit in the Cash Account in U.S. Money Market Deposit Account or such other investments selected by the Borrower. Upon receiving instructions from the Borrower (or the Administrative Agent acting at the direction of the Majority Lenders after delivery of a Notice of Exclusive Control) to release such investments, such investments shall be sold and the proceeds thereof shall be deposited in the Cash Account. (c) Upon receipt by the Custodian from the Administrative Agent of a notice in the form of Exhibit A (a "Notice of Exclusive Control") and following a reasonable time for the Custodian to act thereon, the Custodian shall thereafter comply with instructions and Entitlement Orders originated solely by the Administrative Agent with respect to the Collateral Accounts, without any further consent of Borrower.
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Related to Control of the Collateral Accounts

  • Collateral Accounts The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

  • Establishment of Collateral Accounts Securities Intermediary acknowledges and agrees that: (i) it has established and is maintaining on its books and records the accounts identified on the attached Schedule 1 (each such account, together with any replacements thereof or substitutions therefor, the “Collateral Account” and such accounts, collectively, the “Collateral Accounts”) in the name of the Borrower; (ii) each Collateral Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations) and the Security Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC); provided, however, that if, notwithstanding the intention of the parties hereto, all or any portion of the Collateral Account is determined to be a “deposit account” (within the meaning of Section 9-102 of the UCC) rather than a “securities account,” then the Securities Intermediary represents, warrants, covenants and agrees that it is a “bank” (as defined in Section 9-102(a)(8) of the UCC) and will treat the Borrower as its customer (within the meaning of Section 9-104(a)(3) of the UCC) with respect to the Collateral Accounts (or portion thereof); (iii) all property delivered, or to be delivered, to Securities Intermediary pursuant to this Agreement is, and will be, promptly credited to the Collateral Accounts; (iv) it does not know of any claim to or interest in any Collateral Account or any assets or funds therein, except for claims and interests of the parties to this Agreement as set forth herein; and (v) it shall not change the name or account number of any Collateral Account without the prior written consent of the Security Agent. Except as provided in Section 2(b), Securities Intermediary agrees that it shall not take “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104(a)(2) of the UCC) with respect to the Collateral Accounts or any assets or funds therein from any Person other than the Security Agent.

  • Collateral Account and Security Interest At any time when Fund’s assets are below $15 million, the Advisor, for value received, hereby pledges, assigns, sets over and grants to the Trust a continuing security interest in and to an account to be established and maintained by the Advisor with the Securities Intermediary and designated as a collateral account (the “Collateral Account”), including any replacement account established with any successor, together with all dividends, interest, stock-splits, distributions, profits and all cash and non-cash proceeds thereof and any and all other rights as may now or hereafter derive or accrue therefrom (collectively, the “Collateral”) to secure the payment of any required Fund Reimbursement Payment or Liquidation Expenses (as defined in Paragraph 5 of this Agreement). For so long as this Agreement is in effect, any transfers or conveyances of Collateral to any party shall require the approval of the Board of Trustees of the Trust (the “Board”), except as specified in Section 7(a)(ii) of this Agreement, below. In addition, the Trust will not issue entitlement orders, redeem or otherwise take any action with respect to the Collateral or Collateral Account unless a Collateral Event (defined below under Section 5 of this Agreement) has occurred or is continuing.

  • Establishment of Collateral Account The Securities Intermediary hereby confirms that: (a) the Securities Intermediary has established the Collateral Account; (b) the Collateral Account is a securities account; (c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account; (d) all property delivered to the Securities Intermediary pursuant to this Agreement, including any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition thereof) or Treasury Securities and the Permitted Investments, will be credited promptly to the Collateral Account; and (e) all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Purchase Contract Agent and indorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case will any financial asset credited to the Collateral Account be registered in the name of the Purchase Contract Agent (in its capacity as such) or any Holder or specially indorsed to the Purchase Contract Agent (in its capacity as such) or any Holder, unless such financial asset has been further indorsed to the Securities Intermediary or in blank.

  • Maintenance of Collateral Accounts Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Servicer to Maintain Perfection and Priority The Servicer covenants that, in order to evidence the interests of CNHCR and Issuing Entity under this Agreement, Servicer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by Issuing Entity) to maintain and perfect, as a first priority interest, Issuing Entity’s security interest in the Receivables. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuing Entity for Issuing Entity to authorize the Servicer to file all financing statements, amendments, continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuing Entity’s security interest in the Receivables as a first-priority interest (each a “Filing”). Issuing Entity shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR or Issuing Entity where allowed by applicable law.

  • Facility LC Collateral Account The Borrower agrees that it will, upon the request of the Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent in its Permitted Discretion (the “Facility LC Collateral Account”) at the Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Agent, for the benefit of the Lenders and in which the Borrower shall have no interest other than as set forth in Section 8.1. Nothing in this Section 2.1.2(j) shall either obligate the Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1. The Borrower hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Secured Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of Chase having a maturity not exceeding thirty days.

  • Reserve Accounts All unexpended funds in project reserve accounts shall remain with the project to be used for the benefit of the property and/or its residents.

  • Collateral Account (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

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