Common use of Establishment and Maintenance of Accounts Clause in Contracts

Establishment and Maintenance of Accounts. The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", (2) an account designated as the "Collection Account", (3) an account designated as the "MV Cure Account", (4) an account designated as the "Expense Reserve Account", (5) an account designated as the "Unfunded Exposure Account", (6) the CAD Collection Account, (7) the CAD Unfunded Exposure Account, (8) the EUR Collection Account, (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (11) above and any successor accounts established in connection with the resignation or removal of the Securities Intermediary, the "Accounts"), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly upon establishment of each such Permitted EUR Account, the Securities Intermediary shall provide a written notice to each of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "EUR Account Opening Notice"). Promptly upon establishment of each such Permitted GBP Account, the Securities Intermediary shall provide a written notice to each of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "GBP Account Opening Notice"). The Securities Intermediary agrees to maintain each of the Accounts as a securities intermediary in the name of the Company subject to the lien of the Collateral Agent under this Agreement and (y) agrees not to change the name or account number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account (the "Deposit") in non-interest bearing accounts established by it and (ii) to the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local law.

Appears in 3 contracts

Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)

AutoNDA by SimpleDocs

Establishment and Maintenance of Accounts. The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", (2) an account designated as the "Collection Account", (3) an account designated as the "MV Cure Account", (4) an account designated as the "Expense Reserve Account", (5) an account designated as the "Unfunded Exposure Account", (6) the CAD Collection Account, Account and (7) the CAD Unfunded Exposure Account, (8) the EUR Collection Account, (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (117) above and any successor accounts established in connection with the resignation or removal of the Securities Intermediary, the "Accounts"), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly upon establishment of each such Permitted EUR Account, the Securities Intermediary shall provide a written notice to each of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "EUR Account Opening Notice"). Promptly upon establishment of each such Permitted GBP Account, the Securities Intermediary shall provide a written notice to each of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "GBP Account Opening Notice"). The Securities Intermediary agrees to maintain each of the Accounts as a securities intermediary in the name of the Company subject to the lien of the Collateral Agent under this Agreement and (y) agrees not to change the name or account number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that i)that the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP CAD Unfunded Exposure Account (the "Deposit") in a non-interest bearing accounts established by it and (ii) to the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP CAD Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local law.

Appears in 2 contracts

Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)

Establishment and Maintenance of Accounts. The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", (2) an account designated as the "Collection Account", (3) an account designated as the "MV Cure Account", (4) an account designated as the "Expense Reserve Account", (5) an account designated as the "Unfunded Exposure Account", (6) the CAD Collection Account, (7) the CAD Unfunded Exposure Account, (8) the EUR Collection Account, (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (11) above and any successor accounts established in connection with the resignation or removal of the Securities Intermediary, the "Accounts"), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly upon establishment of each such Permitted EUR Account, the Securities Intermediary shall provide a written notice to each of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and ​ ​ ​ account number of such account (such notice, the "EUR Account Opening Notice"). Promptly upon establishment of each such Permitted GBP Account, the Securities Intermediary shall provide a written notice to each of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "GBP Account Opening Notice"). The Securities Intermediary agrees to maintain each of the Accounts as a securities intermediary in the name of the Company subject to the lien of the Collateral Agent under this Agreement and (y) agrees not to change the name or account number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account (the "Deposit") in non-interest bearing accounts established by it and (ii) to the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local law.

Appears in 1 contract

Samples: Loan Agreement (WhiteHorse Finance, Inc.)

Establishment and Maintenance of Accounts. (i) The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", ; (2) an account designated as the "Collection Interest MV Cure Account", ; (3) an account designated as the "Principal MV Cure Account", ; (4) an account designated as the "Expense Reserve Interest Collection Account"; (5) an account designated as the "Principal Collection Account"; (6) an account designated as the "Proceeds Collection Account", (57) an account designated as the "Unfunded Exposure Account"" (the Custodial Account, (6) the CAD Interest MV Cure Account, the Principal MV Cure Account, the Interest Collection Account, (7) the CAD Principal Collection Account, the Proceeds Collection Account and the Unfunded Exposure Account, each, a "USD Collateral Account" and, collectively, the "USD Collateral Accounts" and, together with the Permitted Non-USD Currency Accounts, the "Collateral Accounts"); and (8) an account designated as the EUR Collection "Excluded Permitted Distribution Account, " (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (11) above and any successor accounts established in connection together with the resignation or removal of the Securities IntermediaryCollateral Accounts, the "Accounts" and, each, an "Account"), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly upon ; provided that it is understood and agreed that, notwithstanding the establishment of each such Permitted EUR AccountUSD Collateral Accounts on or prior to the Closing Date, such USD Collateral Accounts shall not be available for the Securities receipt of cash and Portfolio Investments until such time as the Intermediary shall provide a written notice to each of notifies the Company, the Portfolio Manager, Company and the Collateral Agent, Agent that such accounts are operational and available to receive such cash and Portfolio Investments (and neither the Intermediary nor the Collateral Administrator and Agent shall have any liability for any failure or delay in the Administrative Agent setting forth the account name and account number receipt of such account cash or Portfolio Investments) (each such notice, the a "EUR USD Collateral Account Opening Notice"). Promptly upon In addition, the Company hereby appoints the Intermediary to establish, and the Intermediary does hereby establish, the Permitted Non-USD Currency Accounts for the purposes of holding cash and Portfolio Investments denominated in the applicable Permitted Non-USD Currency pursuant to the terms hereof; provided that it is understood and agreed that, notwithstanding the establishment of each such Permitted GBP AccountNon-USD Currency Accounts on or prior to the Closing Date, such Permitted Non-USD Currency Accounts shall not be available for the Securities receipt of cash and Portfolio Investments until such time as the Intermediary shall provide a written notice to each of notifies the Company, the Portfolio Manager, Company and the Collateral Agent, Agent that such accounts are operational and available to receive such cash and Portfolio Investments (and neither the Intermediary nor the Collateral Administrator and Agent shall have any liability for any failure or delay in the Administrative Agent setting forth the account name and account number receipt of such account cash or Portfolio Investments) (each such notice, the a "GBP Permitted Non-USD Currency Account Opening Notice" and, together with the USD Collateral Account Opening Notices, the "Account Opening Notices"). Notwithstanding the foregoing, the Custodial Account and the Permitted Non-USD Currency Custodial Accounts may, collectively, be comprised of a single account. Notwithstanding the foregoing, the Custodial Account and the Permitted Non-USD Currency Custodial Accounts may, collectively, be comprised of a single account. The Securities Company may (x) make deposits into any Account other than deposits from Principal Proceeds and Interest Proceeds and (y) make transfers from the Excluded Permitted Distribution Account to any Collateral Account or to any Person. The Intermediary agrees to maintain each of the Accounts as a "securities intermediary intermediary" (within the meaning of Section 8-102(a)(14) of the UCC) and (to the extent that any Account is re-characterized as a deposit account) as a "bank" (within the meaning of Section 9-102(a)(8) of the UCC), in each case in the name of the Company subject (other than in the case of the Excluded Permitted Distribution Account) to the lien Lien of the Collateral Agent under this Agreement Agreement, and (y) agrees not to change the name or account number of any Collateral Account without the prior consent of the Collateral Agent (acting at the written direction of the Administrative Agent). The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that Intermediary shall have the Securities Intermediary (acting through its London Branch) will hold the funds held by right to open such subaccounts of any such Account as it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account (the "Deposit") in non-interest bearing accounts established by it and (ii) to the extent that the London Branch deems necessary or appropriate for convenience of the Securities Intermediary is treated as a Person separate from the New York branch administration of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local lawAgreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)

Establishment and Maintenance of Accounts. (i) The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", ”; (2) an account designated as the "Collection “Interest MV Cure Account", ”; (3) an account designated as the "“Principal MV Cure Account", ”; (4) an account designated as the "Expense Reserve “Interest Collection Account", ”; (5) an account designated as the "Unfunded Exposure “Principal Collection Account", ”; (6) an account designated as the CAD “Proceeds Collection Account” (the Custodial Account, the Interest MV Cure Account, the Principal MV Cure Account, the Interest Collection Account, the Principal Collection Account and the Proceeds Collection Account, each, a “Collateral Account” and, collectively, the “Collateral Accounts”); and (7) an account designated as the CAD Unfunded Exposure “Excluded Permitted Distribution Account, (8) the EUR Collection Account, (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (11) above and any successor accounts established in connection together with the resignation or removal of the Securities IntermediaryCollateral Accounts, the "Accounts"” and, each, an “Account”), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly In addition, prior to the end of the Reinvestment Period, the Company may direct the Intermediary to establish an account designated as the “Unfunded Exposure Account” into which the Company is required to deposit amounts pursuant to Section 2.03(e), and upon establishment of each such Permitted EUR Account, request the Securities Intermediary shall provide establish such account, which shall comprise an “Account” and a written notice “Collateral Account” for all purposes hereunder. In addition, the Company hereby directs the Intermediary to establish one or more Permitted Non-USD Currency Accounts for the purposes of holding cash and Eligible Investments denominated in each Permitted Non-USD Currency pursuant to the terms hereof. Each of the Company, Accounts shall be comprised of a “securities account” and such subaccounts as the Portfolio Manager, Intermediary may determine to be necessary or convenient for the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "EUR Account Opening Notice"). Promptly upon establishment of each such Permitted GBP Account, the Securities Intermediary shall provide a written notice to each administration of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "GBP Account Opening Notice")Accounts. The Securities Company may (x) make deposits into any Account other than deposits from Principal Proceeds and Interest Proceeds and (y) make transfers from the Excluded Permitted Distribution Account to any Collateral Account or to any Person. The Intermediary agrees to maintain each of the Accounts as a securities intermediary intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and (to the extent that any Account is re-characterized as a deposit account) as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), in each case in the name of the Company subject (other than in the case of the Excluded Permitted Distribution Account) to the lien Lien of the Collateral Agent under this Agreement Agreement, and (y) agrees not to change the name or account number of any Collateral Account without the prior consent of the Collateral Agent (acting at the written direction of the Administrative Agent). The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account (the "Deposit") in non-interest bearing accounts established by it and (ii) to the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local law.

Appears in 1 contract

Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)

AutoNDA by SimpleDocs

Establishment and Maintenance of Accounts. (i) The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", ; (2) an account designated as the "Collection Interest MV Cure Account", ; (3) an account designated as the "Principal MV Cure Account", ; (4) an account designated as the "Expense Reserve Interest Collection Account", ; (5) an account designated as the "Unfunded Exposure Principal Collection Account", ; (6) an account designated as the CAD "Proceeds Collection Account" (the Custodial Account, the Interest MV Cure Account, the Principal MV Cure Account, the Interest Collection Account, the Principal Collection Account and the Proceeds Collection Account, each, a "Collateral Account" and, collectively, the "Collateral Accounts"); and (7) an account designated as the CAD Unfunded Exposure "Excluded Permitted Distribution Account, " (8) the EUR Collection Account, (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (11) above and any successor accounts established in connection together with the resignation or removal of the Securities IntermediaryCollateral Accounts, the "Accounts" and, each, an "Account"), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly In addition, on or prior to the First Amendment Date, the Company shall direct the Intermediary to establish an account designated as the "Unfunded Exposure Account" into which the Company is required to deposit amounts pursuant to Section 2.03(e), and upon establishment of each such Permitted EUR Account, request the Securities Intermediary shall provide establish such account, which shall comprise an "Account" and a written notice "Collateral Account" for all purposes hereunder. In addition, the Company hereby directs the Intermediary to establish one or more Permitted Non-USD Currency Accounts for the purposes of holding cash and Eligible Investments denominated in each Permitted Non-USD Currency pursuant to the terms hereof. Each of the Company, Accounts shall be comprised of a "securities account" and such subaccounts as the Portfolio Manager, Intermediary may determine to be necessary or convenient for the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "EUR Account Opening Notice"). Promptly upon establishment of each such Permitted GBP Account, the Securities Intermediary shall provide a written notice to each administration of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "GBP Account Opening Notice")Accounts. The Securities Company may (x) make deposits into any Account other than deposits from Principal Proceeds and Interest Proceeds and (y) make transfers from the Excluded Permitted Distribution Account to any Collateral Account or to any Person. The Intermediary agrees to maintain each of the Accounts as a "securities intermediary intermediary" (within the meaning of Section 8-102(a)(14) of the UCC) and (to the extent that any Account is re-characterized as a deposit account) as a "bank" (within the meaning of Section 9-102(a)(8) of the UCC), in each case in the name of the Company subject (other than in the case of the Excluded Permitted Distribution Account) to the lien Lien of the Collateral Agent under this Agreement Agreement, and (y) agrees not to change the name or account number of any Collateral Account without the prior consent of the Collateral Agent (acting at the written direction of the Administrative Agent). The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account (the "Deposit") in non-interest bearing accounts established by it and (ii) to the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local law.

Appears in 1 contract

Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)

Establishment and Maintenance of Accounts. (i) The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account", ”; (2) an account designated as the "Collection “Interest MV Cure Account", ”; (3) an account designated as the "“Principal MV Cure Account", ”; (4) an account designated as the "Expense Reserve “Interest Collection Account", ”; (5) an account designated as the "Unfunded Exposure “Principal Collection Account", ”; (6) an account designated as the CAD “Proceeds Collection Account” (the Custodial Account, the Interest MV Cure Account, the Principal MV Cure Account, the Interest Collection Account, the Principal Collection Account and the Proceeds Collection Account, each, a “Collateral Account” and, collectively, the “Collateral Accounts”); and (7) an account designated as the CAD Unfunded Exposure “Excluded Permitted Distribution Account, (8) the EUR Collection Account, (9) the EUR Unfunded Exposure Account, (10) the GBP Collection Account and (11) the GBP Unfunded Exposure Account (each such account set forth in clauses (1) through (11) above and any successor accounts established in connection together with the resignation or removal of the Securities IntermediaryCollateral Accounts, the "Accounts"” and, each, an “Account”), and the account numbers for the Accounts are set forth on the Transaction Schedule. Promptly In addition, on or prior to the First Amendment Date, the Company shall direct the Intermediary to establish an account designated as the “Unfunded Exposure Account” into which the Company is required to deposit amounts pursuant to Section 2.03(e), and upon establishment of each such Permitted EUR Account, request the Securities Intermediary shall provide establish such account, which shall comprise an “Account” and a written notice “Collateral Account” for all purposes hereunder. In addition, the Company hereby directs the Intermediary to establish one or more Permitted Non-USD Currency Accounts for the purposes of holding cash and Eligible Investments denominated in each Permitted Non-USD Currency pursuant to the terms hereof. Each of the Company, Accounts shall be comprised of a “securities account” and such subaccounts as the Portfolio Manager, Intermediary may determine to be necessary or convenient for the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "EUR Account Opening Notice"). Promptly upon establishment of each such Permitted GBP Account, the Securities Intermediary shall provide a written notice to each administration of the Company, the Portfolio Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth the account name and account number of such account (such notice, the "GBP Account Opening Notice")Accounts. The Securities Company may (x) make deposits into any Account other than deposits from Principal Proceeds and Interest Proceeds and (y) make transfers from the Excluded Permitted Distribution Account to any Collateral Account or to any Person. The Intermediary agrees to maintain each of the Accounts as a securities intermediary intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and (to the extent that any Account is re-characterized as a deposit account) as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), in each case in the name of the Company subject (other than in the case of the Excluded Permitted Distribution Account) to the lien Lien of the Collateral Agent under this Agreement Agreement, and (y) agrees not to change the name or account number of any Collateral Account without the prior consent of the Collateral Agent (acting at the written direction of the Administrative Agent). The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company. The parties hereto acknowledge and agree (i) that the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account (the "Deposit") in non-interest bearing accounts established by it and (ii) to the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account, the CAD Unfunded Exposure Account, EUR Collection Account, the EUR Unfunded Exposure Account, GBP Collection Account and the GBP Unfunded Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with applicable local law.

Appears in 1 contract

Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.