Exposure Protection. (a) Upon commencement of the Agreement, Member may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, Member, in its sole discretion, may demand that Carrier, and Carrier shall upon such demand, remit to Member within ***** of Member’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations. (b) Carrier grants to each of Member and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any Secured Party control or possesses the Deposit and other Aggregate Protection or is named as a Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier. (d) Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member and all other Secured Parties and satisfactory to Member. (e) Carrier hereby acknowledges that Member disputes the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees. (f) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by Member, in form reasonably satisfactory to Member, to establish, perfect, maintain and continue the perfection and priority of the security interest of the Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by Member, to establish and determine the validity and the priority of such security granted in favor of Member. Carrier hereby irrevocably appoints Member (and all persons, officers, employees or agents designated by Member), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 2 contracts
Samples: Signatory Agreement (Frontier Group Holdings, Inc.), Signatory Agreement (Frontier Group Holdings, Inc.)
Exposure Protection. (a) Upon commencement of the Agreement, Member may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Reserved Funds, Member, in its sole discretion, may demand that Carrier, and Carrier shall upon such demand, remit to Member within ***** of Member’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.
(b) Carrier grants to each of Member and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any Secured Party control or possesses the Deposit and other Aggregate Protection or is named as a Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member and all other Secured Parties and satisfactory to Member.
(ed) Carrier hereby acknowledges that Member disputes the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by Member, in form reasonably satisfactory to Member, to establish, perfect, maintain and continue the perfection and priority of the security interest of the Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by Member, to establish and determine the validity and the priority of such security granted in favor of Member. Carrier hereby irrevocably appoints Member (and all persons, officers, employees or agents designated by Member), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member to file one or more financing statements or continuation statements in respect hereof, and amendments *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 2 contracts
Samples: Signatory Agreement (Frontier Group Holdings, Inc.), Signatory Agreement (Frontier Group Holdings, Inc.)
Exposure Protection. (a) Upon commencement of the Agreement, Member may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, Member, in its sole discretion, may demand that Carrier, and Carrier shall upon such demand, remit to Member within ***** of Member’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.
(b) Carrier grants to each of Member and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any Secured Party control or possesses the Deposit and other Aggregate Protection or is named as a Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.payment
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(d) Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member and all other Secured Parties and satisfactory to Member.
(e) Carrier hereby acknowledges that Member disputes the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(f) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by Member, in form reasonably satisfactory to Member, to establish, perfect, maintain and continue the perfection and priority of the security interest of the Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by Member, to establish and determine the validity and the priority of such security granted in favor of Member. Carrier hereby irrevocably appoints Member (and all persons, officers, employees or agents designated by Member), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Samples: Signatory Agreement (Frontier Group Holdings, Inc.)
Exposure Protection. (a) Upon commencement of the Agreement, Member or Servicer may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Servicer or Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, MemberMember or Servicer, in its sole discretion, may may, based upon the Net Activity report delivered under Section 6.4 of the MTOS or other relevant documentary evidence, demand that Carrier, and Carrier shall upon such demand, remit to Member Servicer within ***** two (2) Business Days of MemberServicer’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member or Servicer as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (U.S. Transactions) subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member Member, Servicer or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.
(b) To the extent Carrier has or may at any time acquire any rights in Carrier’s Rights, Carrier grants to each of Member Servicer, Member, and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any such Secured Party control controls or possesses the Deposit and other Aggregate Protection or any collateral hereunder or is named as a Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member Member, Servicer and all other Secured Parties and reasonably satisfactory to Member.Servicer. This prohibition against the granting of any liens does not include a prohibition against the granting of liens in Carrier’s right to payment under this Agreement from Member or Servicer after Member or Servicer has setoff any amounts that may be owing from Carrier to Member or Servicer under this Agreement (a “Right to Payment”) and Member and Servicer acknowledge that they have received notice that Carrier has granted a lien in its Right to Payment in favor of Xxxxxxx Xxxxx Credit Partners LP (“Goldman”) and certain other lenders pursuant to that certain Security Agreement and Chattel Mortgage, dated as of July 25, 2005, between Carrier and Xxxxx Fargo Bank Northwest, National Association, as collateral agent on behalf of Goldman (the “Xxxxxxx Xxxx”)
(ed) Carrier hereby acknowledges that Member disputes and Servicer dispute the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberServicer, in form reasonably satisfactory to MemberServicer, to establish, perfect, maintain and continue the perfection and priority of the security interest and hypothec of the Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing, as granted by Carrier pursuant to Section 2(b) and 2(d) of this Exposure Protection (U.S. Transactions) Schedule. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberServicer, to establish and determine the validity and the priority of such security granted in favor of MemberServicer. Carrier hereby irrevocably appoints Member Servicer (and all persons, officers, employees or agents designated by MemberServicer), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member Servicer to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Exposure Protection. (a) Upon commencement of the Agreement, Member or Servicer may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Servicer or Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, MemberMember or Servicer, in its sole discretion, may may, based upon the Net Activity report delivered under Section 6.4 of the MTOS or other relevant documentary evidence, demand that Carrier, and Carrier shall upon such demand, remit to Member Servicer within ***** two (2) Business Days of MemberServicer’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member or Servicer as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (U.S. Transactions) subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member Member, Servicer or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.
(b) To the extent Carrier has or may at any time acquire any rights in Carrier’s Rights, Carrier grants to each of Member Servicer, Member, and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any such Secured Party control controls or possesses the Deposit and other Aggregate Protection or any collateral hereunder or is named as a Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member Member, Servicer and all other Secured Parties and reasonably satisfactory to Member.Servicer. This prohibition against the granting of any liens does not include a prohibition against the granting of liens in Carrier’s right to payment under this Agreement from Member or Servicer after Member or Servicer has setoff any amounts that may be owing from Carrier to Member or Servicer under this Agreement (a “Right to Payment”) and Member and Servicer acknowledge that they have received notice that Carrier has granted a lien in its Right to Payment in favor of Gxxxxxx Sxxxx Credit Partners LP (“Goldman”) and certain other lenders pursuant to that certain Security Agreement and Chattel Mortgage, dated as of July 25, 2005, between Carrier and Wxxxx Fargo Bank Northwest, National Association, as collateral agent on behalf of Goldman (the “Gxxxxxx Xxxx”)
(ed) Carrier hereby acknowledges that Member disputes and Servicer dispute the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberServicer, in form reasonably satisfactory to MemberServicer, to establish, perfect, maintain and continue the perfection and priority of the security interest and hypothec of the Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing, as granted by Carrier pursuant to Section 2(b) and 2(d) of this Exposure Protection (U.S. Transactions) Schedule. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberServicer, to establish and determine the validity and the priority of such security granted in favor of MemberServicer. Carrier hereby irrevocably appoints Member Servicer (and all persons, officers, employees or agents designated by MemberServicer), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member Servicer to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Exposure Protection. (a) Upon commencement of the Agreement, Member or Servicer may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Servicer or Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, MemberMember or Servicer, in its sole discretion, may may, based upon the Net Activity report delivered under Section 6.4 of the MTOS or other relevant documentary evidence, demand that Carrier, and Carrier shall upon such demand, remit to Member Servicer within ***** two (2) Business Days of Member’s Servicer's demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member or Servicer as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member Member, Servicer or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.. (U.S. Transactions)
(b) To the extent Carrier has or may at any time acquire any rights in Carrier's Rights, Carrier grants to each of Member Servicer, Member, and all other Secured Parties a Lien on the Deposit and all other Carrier’s 's Rights to secure the payment and performance by Carrier Xxxxxxx of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any such Secured Party control controls or possesses the Deposit and other Aggregate Protection or any collateral hereunder or is named as a Secured Party on any filing, registration or recording. Carrier Xxxxxxx hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s 's complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier Xxxxxxx further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s 's Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member Member, Servicer and all other Secured Parties and reasonably satisfactory to MemberServicer.
(ed) Carrier hereby acknowledges that Member disputes and Servicer dispute the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberServicer, in form reasonably satisfactory to MemberServicer, to establish, perfect, maintain and continue the perfection and priority of the security interest and hypothec of the Secured Parties in all Carrier’s 's Rights and in all proceeds of the foregoing, as granted by Carrier pursuant to Section 2(b) and 2(d) of this Exposure Protection Schedule. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberServicer, to establish and determine the validity and the priority of such security granted in favor of MemberServicer. Carrier hereby irrevocably appoints Member Servicer (and all persons, officers, employees or agents designated by MemberServicer), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of CarrierXxxxxxx. Without limiting the foregoing, Carrier Xxxxxxx hereby authorizes Member Servicer to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Exposure Protection. (a) Upon commencement of the Agreement, Member or Servicer may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Servicer or Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, MemberMember or Servicer, in its sole discretion, may may, based upon the Net Activity report delivered under Section 6.4 of the MTOS or other relevant documentary evidence, demand that Carrier, and Carrier shall upon such demand, remit to Member Servicer within ***** two (2) Business Days of Member’s Servicer's demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member or Servicer as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member Member, Servicer or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.. (U.S. Transactions)
(b) To the extent Carrier has or may at any time acquire any rights in Carrier's Rights, Carrier grants to each of Member Servicer, Member, and all other Secured Parties a Lien on the Deposit and all other Carrier’s 's Rights to secure the payment and performance by Carrier Xxxxxxx of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any such Secured Party control controls or possesses the Deposit and other Aggregate Protection or any collateral hereunder or is named as a Secured Party on any filing, registration or recording. Carrier Xxxxxxx hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s 's complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier Xxxxxxx further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s 's Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member Member, Servicer and all other Secured Parties and reasonably satisfactory to MemberServicer.
(ed) Carrier hereby acknowledges that Member disputes and Servicer dispute the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberXxxxxxxx, in form reasonably satisfactory to MemberServicer, to establish, perfect, maintain and continue the perfection and priority of the security interest and hypothec of the Secured Parties in all Carrier’s 's Rights and in all proceeds of the foregoing, as granted by Carrier pursuant to Section 2(b) and 2(d) of this Exposure Protection Schedule. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberServicer, to establish and determine the validity and the priority of such security granted in favor of MemberServicer. Carrier hereby irrevocably appoints Member Servicer (and all persons, officers, employees or agents designated by MemberServicer), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of CarrierXxxxxxx. Without limiting the foregoing, Carrier Xxxxxxx hereby authorizes Member Servicer to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Exposure Protection. (a) Upon commencement Subject to Section 4 of the Agreementthis Schedule 2, Member Bank may retain and hold all funds paid to Member it by a Card Association on account of Sales Records Slips submitted by Carrier to Member Bank as Reserved Funds until the amount of the Aggregate Protection Deposit equals the Required Amountamount required hereunder, as determined in accordance with Sections 3 4 and 8 of this Exposure Protection ScheduleSchedule 2. In lieu Throughout the term of retaining Reserved Fundsthis Agreement, or in addition to retaining and holding Reserved Funds, Member, in its sole discretion, may demand that Carrier, and Carrier shall upon such demand, remit to Member within ***** of Member’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 4 of this Exposure Protection ScheduleSchedule 2. Member Bank will hold the Deposit as security for the due and punctual payment of and performance by Carrier of all its obligations under this Agreement, whether now existing or hereafter arising (the “Obligations.
(b) ”). Carrier hereby grants to each of Member and all other Secured Parties Bank a Lien on continuing first security interest in its interest (if any) in the Deposit and in all other Carrier’s Rights amounts added to the Deposit at any time and in all monies, securities, instruments purchased therewith, all interest, profits and/or dividends accruing thereon and proceeds thereof; to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties Obligations of Carrier to the extent that any Secured Party control Bank, whether now existing or possesses the Deposit and other Aggregate Protection or is named as a Secured Party on any filing, registration or recordinghereinafter arising. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Liensecurity interest, Reserved Funds represent only a future right to payment owed to Carrier under the Agreementhereunder, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement this Agreement, and do not constitute funds of Carrier.
. Carrier further acknowledges that Bank disputes the existence of any interest of Carrier in rights to payment from Cardholders or Card issuers arising out of the Sales Slips described below and further acknowledges that to the extent that Carrier may have an interest therein, such right is subordinate to the interest of Bank. To the extent of Carrier’s interest therein, if any, Carrier hereby grants to Bank a first priority security interest in all Sales Slips initiated in the United States bearing a Transaction Date on or prior to the date of termination of this Agreement and all rights to payment (d) including, without limitation, actual collections held by Bank on account of Sales Slips), from Cardholders or Card issuers for United States initiated Travel Costs incurred on a Transaction Date on or prior to the date of termination of this Agreement and paid for by Cards, in the amount of and as a result of such Sales Slips, in accordance with this Agreement, and in any or all proceeds thereof; whether now existing or hereafter created or arising, to secure payment of the Obligations of Carrier to Bank, whether now in existence or hereafter arising. Such security interest is in addition to Bank’s security interest in the Deposit. Carrier further agrees that during the term of the this Agreement, Carrier shall not grant, or attempt to grant, to any other Person party or suffer to exist in favor of any other Person party any Lien or other interest in Carrier’s Rights (if any) or the Deposit, in any proceeds thereof unless any such Lien or other interest Sales Slips and the priority thereof are subject to a subordination agreement in favor of Member and all other Secured Parties and satisfactory to Member.
(e) Carrier hereby acknowledges that Member disputes the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of issuers or in any of their respective subrogees.
(f) proceeds thereof. Carrier will do all acts and things, and will execute, endorse, deliver, file, register file or record all instruments, statements, declarations or instruments and agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberBank, in form reasonably satisfactory to MemberBank, to establish, perfect, maintain and continue the perfection and priority of the security interest of the Secured Parties Bank in all Carrier’s Rights interest (if any) in the Deposit, all Sales Slips and in rights to payment from Cardholders or Card issuers and all proceeds of the foregoing. , and Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberBank, to establish and determine the validity and the priority of such security granted interest of Bank. Carrier’s address as stated in favor of Memberthe preamble to the Agreement is Carrier’s chief executive office. Carrier hereby irrevocably appoints Member Bank (and all personsPersons, officers, employees or agents designated by MemberBank), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member Bank to file one or more financing statements or continuation statements in respect hereof, ; and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the this Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Samples: First Amendment to Agreement (Hawaiian Holdings Inc)
Exposure Protection. (a) Upon commencement of the Agreement, Member or Servicer may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Servicer or Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, MemberMember or Servicer, in its sole discretion, may may, based upon the Net Activity report delivered under Section 6.4 of the MTOS or other relevant documentary evidence, demand that Carrier, and Carrier shall upon such demand, remit to Member Servicer within ***** two (2) Business Days of Member’s Servicer's demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member or Servicer as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be (U.S. Transactions) subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member Member, Servicer or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.
(b) To the extent Carrier has or may at any time acquire any rights in Carrier's Rights, Carrier grants to each of Member Servicer, Member, and all other Secured Parties a Lien on the Deposit and all other Carrier’s 's Rights to secure the payment and performance by Carrier Xxxxxxx of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any such Secured Party control controls or possesses the Deposit and other Aggregate Protection or any collateral hereunder or is named as a Secured Party on any filing, registration or recording. Carrier Xxxxxxx hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s 's complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier Xxxxxxx further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s 's Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member Member, Servicer and all other Secured Parties and reasonably satisfactory to Member.Servicer. This prohibition against the granting of any liens does not include a prohibition against the granting of liens in Carrier's right to payment under this Agreement from Member or Servicer after Member or Servicer has setoff any amounts that may be owing from Carrier to Member or Servicer under this Agreement (a "Right to Payment") and Member and Servicer acknowledge that they have received notice that Carrier has granted a lien in its Right to Payment in favor of Xxxxxxx Xxxxx Credit Partners LP ("Goldman") and certain other lenders pursuant to that certain Security Agreement and Chattel Mortgage, dated as of July 25, 2005, between Carrier and Xxxxx Fargo Bank Northwest, National Association, as collateral agent on behalf of Goldman (the "Xxxxxxx Xxxx")
(ed) Carrier hereby acknowledges that Member disputes and Servicer dispute the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberServicer, in form reasonably satisfactory to MemberServicer, to establish, perfect, maintain and continue the perfection and priority of the security interest and hypothec of the Secured Parties in all Carrier’s 's Rights and in all proceeds of the foregoing, as granted by Carrier pursuant to Section 2(b) and 2(d) of this Exposure Protection (U.S. Transactions) Schedule. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberServicer, to establish and determine the validity and the priority of such security granted in favor of MemberServicer. Carrier hereby irrevocably appoints Member Servicer (and all persons, officers, employees or agents designated by MemberServicer), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of CarrierXxxxxxx. Without limiting the foregoing, Carrier Xxxxxxx hereby authorizes Member Servicer to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Exposure Protection. (a) Upon commencement of the Agreement, Member may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, Member, in its sole discretion, may demand that Carrier, and Carrier shall upon such demand, remit to Member within ***** of Member’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.
(b) Carrier grants to each of Member and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any Secured Party control or possesses the Deposit and other Aggregate Protection or is named as a Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.
(dc) Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member and all other Secured Parties and satisfactory to Member.
(ed) Carrier hereby acknowledges that Member disputes the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(fe) Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by Member, in form reasonably satisfactory to Member, to establish, perfect, maintain and continue the perfection and priority of the security interest of the Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by Member, to establish and determine the validity and the priority of such security granted in favor of Member. Carrier hereby irrevocably appoints Member (and all persons, officers, employees or agents designated by Member), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Member to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Samples: Signatory Agreement (Frontier Group Holdings, Inc.)
Exposure Protection. (a) Upon commencement of the Agreement, Member Provider may retain and hold all funds paid to Member Provider by a Card Association Payment Network on account of Sales Records submitted by Carrier Company to Member Provider: (i) for so long as a Settlement Period applies, until expiration of the Settlement Period (which amounts so held shall be considered part of the Reserved Funds Funds); or (ii) in all other cases, until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, MemberProvider, in its sole discretion, may demand Master Services Agreement (v.1.8.21) Schedule D that CarrierCompany, and Carrier Company shall upon such demand, remit to Member Provider within ***** two (2) Business Days of MemberProvider’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member Provider as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member Provider or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier Company of the Obligations.
(b) Carrier If a single fixed Settlement Period is specified in the Fee Schedule, Provider reserves the right at any time to increase or decrease the Settlement Period under the Agreement so that the Aggregate Protection equals at least the Required Amount, and any failure by Provider to adjust the Settlement Period shall not be considered a course of conduct upon which Company may rely in the future. Provider also reserves the right to change from a single fixed Settlement Period for all Sales Records to separate settlement periods determined for each individual Sales Record. Company acknowledges that if a single fixed Settlement Period is used: (i) any given applicable Settlement Period is not intended to result in Reserved Funds any on given day necessarily equaling 110% of Gross Exposure for such day, and instead is intended to result in Reserved Funds generally equaling Provider’s current or projected future Gross Exposure, as estimated in good faith by Provider, in part, using the Methodology; (ii) it is Provider’s intent that at no time shall the Settlement Period be set at a level that results in Provider’s current or projected potential exposure being less than 110% covered; and (iii) as a consequence of the foregoing, funds retained and held by Provider for the applicable Settlement Period may on certain days exceed Gross Exposure calculated using the Methodology for such days.
(c) To the extent Company has or may at any time acquire any rights in the Deposit or Company’s Rights, Company grants to each of Member Provider as agent for itself and all other Secured Parties Parties, a Lien on the Deposit and all other CarrierCompany’s Rights to secure the payment and performance by Carrier Company of all Obligations. Each Secured Party shall act as agent for itself and all other Secured Parties to the extent that any such Secured Party control controls or possesses the Deposit and other Aggregate Protection or any collateral hereunder or is named as a Secured Party on any filing, registration or recording. Carrier Company hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a contingent future right to payment owed to Carrier Company under the Agreement, payment *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(c) of which is subject to the terms and conditions of the Agreement and to CarrierCompany’s complete and irrevocable fulfillment of its obligations and duties under the Agreement Agreement, and do not constitute funds of CarrierCompany.
(d) Carrier Company further agrees that during the term of the Agreement, Carrier Company shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrierthe Deposit, Company’s Rights (if any) or in any proceeds thereof unless any without the prior written consent of Provider, which may be provided or withheld, or conditioned on such Lien or other interest and the priority thereof are subject to a subordination agreement terms, as Provider may determine in favor of Member and all other Secured Parties and satisfactory to Memberits sole discretion.
(e) Carrier Company hereby acknowledges that Member Provider disputes the existence of any interest of Carrier Company in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it Company may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.
(f) Carrier Company will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by MemberProvider, in form reasonably satisfactory to MemberProvider, to establish, perfect, maintain and continue the perfection and priority of the security interest of the Secured Parties in all CarrierCompany’s Rights and in all proceeds of the foregoing. Carrier Company will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by MemberProvider, to establish and determine the validity and the priority of such security granted in favor of MemberProvider. Carrier Company hereby irrevocably appoints Member Provider (and all persons, officers, employees or agents designated by MemberProvider), its agent and attorney-in-fact to do Master Services Agreement (v.1.8.21) Schedule D all such acts and things contemplated by this paragraph in the name of CarrierCompany. Without limiting the foregoing, Carrier Company hereby authorizes Member Provider to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of CarrierCompany. A carbon, photographic or other reproduction of the Agreement this Exposure Protection Schedule or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.
Appears in 1 contract
Samples: Master Services Agreement (Global Crossing Airlines Group Inc.)