Invasion of Accounts Sample Clauses

Invasion of Accounts. One (1) Business Day prior to any Monthly Transfer Date on which disbursements are required to be made from the Revenue Account pursuant to clauses “First” through “Eleventh” under Section 5.03(b), if the amounts on deposit in the Revenue Account or credited thereto are not sufficient to make such disbursements, the Collateral Agent shall transfer on such date funds, first, from the Equity Lock-Up Account, second, from the Voluntary Prepayment Account, third, from the O&M Reserve Account, and fourth, from the Major Maintenance Reserve Account, in each case in order to fund deficiencies in such clauses “First” through “Eleventh” under Section 5.03(b); provided that (a) no amounts shall be withdrawn as set forth in this sentence until amounts sufficient as of the date of such deficiency for all the purposes specified under higher-ranking clauses shall have been withdrawn or set aside, in the amount of such deficiency and (b) for purposes of any mandatory prepayment of the TIFIA Loan with amounts on deposit in the Equity Lock-Up Account in accordance with Section 5.14, the funds in the Equity Lock-Up Account transferred to pay amounts pursuant to Section 5.03(b) shall‌ be deemed withdrawn from the Equity Lock-Up Account in inverse order of deposits, with the deposits in respect of the most recent Restricted Payment Date being applied to such payments prior to deposits in respect of prior Restricted Payment Dates.
Sample 1
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Invasion of Accounts. (a) [In the event the amounts on deposit in the Revenue Account are insufficient to make disbursements Sections 2.19(c)(ii) and (iii): In accordance with Section 2.19(j) of the Credit Agreement, we request that $ _____________ be withdrawn from the ECF Prepayment Account and transferred to the Revenue Account. Such amount requested shall be used to cover an insufficiency in the amounts on deposit in the Revenue Account to make disbursements in Sections 2.19(c)(ii) and (iii).] (b) [In the event the amounts on deposit in the Revenue Account and the ECF Prepayment Account are insufficient to make disbursements Sections 2.19(c)(ii) and (iii):] In accordance with Section 2.19(j) of the Credit Agreement, we request that $ _____________ be withdrawn from the Liquidity Reserve Account and transferred to the Revenue Account. Such amount requested shall be used to cover an insufficiency in the amounts on deposit in the Revenue Account to make disbursements. [Signature page(s) follow.]
Sample 1
Invasion of Accounts. One (1) Business Day prior to any Business Day on which disbursements are required to be made from the Revenue Account in accordance with Section 2.19(c)(ii) or (iii), if the amounts on deposit in the Revenue Account are not sufficient to make such disbursements, and the Borrower has not transferred amounts from the Liquidity Reserve Account to cover such insufficiency, the Depositary Bank (at the written direction of (I) the Borrower pursuant to a Withdrawal Certificate or (II) if the Borrower has not so delivered such Withdrawal Certificate by 1:00 p.m. (New York City time) on the second Business Day prior to the Business Day on which such disbursements are required to be made, the Administrative Agent) shall transfer funds to the Revenue Account to cover such insufficiency first, from the ECF Prepayment Account, second, after giving effect to such transfer, from the Liquidity Reserve Account and third, after giving effect to such transfers, from the Debt Service Reserve Account in accordance with Section 2.19(d).
Sample 1
Invasion of Accounts. The following transfers are requested to be made from the below accounts in accordance with this Funds Transfer Certificate, as set forth in greater detail in Part O of the attached Schedule I, each in accordance with Section 5.23 of the Collateral Agency Agreement: (a) In accordance with priority “First” of Section 5.23 of the Collateral Agency Agreement, we request that $[ ] be withdrawn from the Equity Lock-Up Account to fund deficiencies in disbursements required to be made from the Revenue Account pursuant to clauses “First” through “Eleventh” under Section 5.03(b) of the Collateral Agency Agreement. (b) In accordance with priority “Second” of Section 5.23 of the Collateral Agency Agreement, we request that $[ ] be withdrawn from the Voluntary Prepayment Account to fund deficiencies in disbursements required to be made from the Revenue Account pursuant to clauses “First” through “Eleventh” under Section 5.03(b) of the Collateral Agency Agreement. (c) In accordance with priority “Third” of Section 5.23 of the Collateral Agency Agreement, we request that $[ ] be withdrawn from the O&M Reserve Account to fund deficiencies in disbursements required to be made from the Revenue Account pursuant to clauses “First” through “Eleventh” under Section 5.03(b) of the Collateral Agency Agreement. (d) In accordance with priority “Fourth” of Section 5.23 of the Collateral Agency Agreement, we request that $[ ] be withdrawn from the Major Maintenance Reserve Account to fund deficiencies in disbursements required to be made from the Revenue Account pursuant to clauses “First” through “Eleventh” under Section 5.03(b) of the Collateral Agency Agreement. We hereby certify as of the date hereof, that we have complied with each of the applicable provisions in each of the relevant Financing Documents relating to the disbursements requested hereby. The agreements, statements and certifications contained in this Funds Transfer Certificate shall survive and remain effective until all of the obligations (other than contingent obligations in the nature of indemnities) of the Borrower under the Financing Documents are paid or otherwise satisfied in full and all commitments under the Financing Documents are terminated in full.
Sample 1
Invasion of Accounts. (a) One Business Day prior to any Business Day on which (i) Operation and Maintenance Expenses are due and payable and the monies on deposit in or credited to the Operating Account are not anticipated to be adequate to pay such Operation and Maintenance Expenses or (ii) interest or principal is due and payable under the Note Documents or any other Parity Lien Documents and the monies on deposit in the Debt Payment Account (including the Interest Payment Sub-Account or Principal Payment Sub-Account, as applicable) are not anticipated to be adequate to pay such interest or principal, then the Depositary Agent shall (based on and as instructed pursuant to an Officer’s Certificate) withdraw from the Accounts specified below to the extent funds are available in such Accounts in the order of priority set forth below and transfer to the Operating Account or the Debt Service Account (including the Interest Payment Sub-Account or Principal Payment Sub-Account, as applicable) (as applicable and in an order of priority consistent with the priorities established by Section 3.1(c)) an amount sufficient to cause the balance in such Accounts (when taken together with all other amounts deposited therein or credited thereto at such time) to equal the amount of such Operation and Maintenance Expenses, interest, or principal payments (as applicable) due and payable by the Company on such Business Day: first, from the Distribution Account; and second, to the extent monies in the Distribution Account are not adequate for such purpose, from the Revenue Account.
Sample 1
Invasion of Accounts. If the amounts on deposit in or credited to the Revenue Account (after giving effect to any transfers from the Debt Service Reserve Account, as contemplated by Section 3.3) are not sufficient to make the withdrawals and transfers described in priorities FIRST through ELEVENTH of Section 3.2 on the relevant Transfer Date, the Borrower may deliver a Withdrawal Certificate to the Depositary Agent instructing the Depositary Agent to transfer funds to the Revenue Account to cover such insufficiency from the Distribution Reserve Account, and the Depositary Agent shall, upon receipt of a Withdrawal Certificate duly completed, executed and delivered by the Borrower in accordance with Section 3.11, withdraw from the Distribution Reserve Account and transfer to the Revenue Account the amount(s) specified in such Withdrawal Certificate prior to making any withdrawals and transfers pursuant to Section 3.2(b).
Sample 1
Invasion of Accounts. In accordance with Section 3.12 of the Depositary Agreement, we have determined that the amounts on deposit in the Revenue Account (after giving effect to the requested transfer from the Debt Service Reserve Account contemplated by Section 3(a) of this Withdrawal Certificate) are not sufficient to make the withdrawals, transfers and retentions described in Section 2(b) through (h) below. As such, we request that $[_________] be withdrawn from the Distribution Reserve Account and transferred to the Revenue Account prior to making the transfers described in Section 2(b) through (h) of this Withdrawal Certificate. In accordance with Section 3.2(b) of the Depositary Agreement, the Borrower hereby requests that the following withdrawals, transfers and/or retentions, as applicable, be made from the Revenue Account on [___________, ____] (which such date is a Funding Date [and a Quarterly Payment Date]) in accordance with this Withdrawal Certificate after giving effect to the transfers to be made as described in [the preceding paragraph and][Section 3(a)] of this Withdrawal Certificate:
Sample 1
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Invasion of Accounts. Without limiting the rights provided under Section 3.04, one (1) Business Day prior to any Business Day on which (i) Dollar-denominated Operation and Maintenance Expenses or Spot Market Expenses are due and payable and the monies on deposit in or credited to the Onshore Dollar Operating Account are not anticipated to be adequate to pay such Dollar-denominated Operation and Maintenance Expenses and Spot Market Expenses, (ii) Nuevo Sol-denominated Operation and Maintenance Expenses or Spot Market Expenses are due and payable and the monies on deposit in or credited to the Onshore Nuevo Sol Operating Account or any Local Operating Account are not anticipated to be adequate to pay such Nuevo Sol-denominated Operation and Maintenance Expenses and or Spot Market Expenses, (iii) Interest Expense is due and payable under the Financing Documents and the monies on deposit in or credited to the Debt Service Accrual Accounts plus the Debt Service Reserve Accounts are not anticipated to be adequate to pay such Interest Expense, (iv) scheduled amounts or termination payments are due and payable under the Permitted Swap Agreements and the monies on deposit in or credited to the Debt Service Accrual Accounts plus the Debt Service Reserve Accounts are not anticipated to be adequate to pay such or (v) principal is due and payable in respect of the Senior Loans under the Credit Agreement and the monies on deposit in or credited to the Debt Service Accrual Accounts plus the Debt Service Reserve Accounts are not anticipated to be adequate to pay such principal, the Administrative Agent may (but shall not be obligated to) direct the Offshore Collateral Agent (and the Offshore Collateral Agent shall so instruct the Trustee) to withdraw from any Onshore Account and transfer (after conversion to Dollars or Nuevo Soles, as applicable, in accordance with Section 3.12), to the Onshore Dollar Operating Account, Onshore Nuevo Sol Operating Account or the Debt Service Accrual Accounts, an amount sufficient to cause the balance in such Project Accounts (when taken together with all other amounts deposited therein or credited thereto at such time) to equal the amount of such Operation and Maintenance Expenses, Spot Market Expenses, Interest Expense, scheduled amounts under the Permitted Swap Agreements and principal on the Senior Loans (if any) due and payable by the Borrower on such Business Day or Interest Payment Date (as applicable).
Sample 1
Invasion of Accounts 
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Related to Invasion of Accounts

  • Location of accounts Each Borrower shall promptly: (a) comply with any requirement of the Agent as to the location or re-location of the Accounts (or any of them); and (b) execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Accounts.

  • Addition of Accounts (a) (i) If, from time to time, Funding (A) becomes obligated to designate Additional Accounts pursuant to Subsection 2.08(a) of the Pooling and Servicing Agreement, or (B) elects to designate Additional Accounts pursuant to Subsection 2.08(b) of the Pooling and Servicing Agreement, then in either case Funding may, at its option, give Capital One written notice thereof on or before the eighth Business Day prior to the Addition Date therefor, and upon receipt of such notice Capital One shall on or before the Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts as requested by Funding. (ii) Additionally, Capital One may, at its option and with the consent of Funding, designate newly originated Eligible Accounts to be included as Additional Accounts. (b) On the Addition Date with respect to any designation of Additional Accounts, such Additional Accounts shall become Accounts, and Funding shall purchase Capital One’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date: (i) Capital One shall have delivered to Funding copies of UCC financing statements covering such Additional Accounts, if necessary to perfect Funding’s interest in the Receivables arising therein and the related Purchased Assets; (ii) as of each of the Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to Capital One shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Funding have been made in contemplation of the occurrence thereof; (iii) Capital One shall have delivered to Funding an Officer’s Certificate of Capital One, dated the Addition Date, to the effect that (A) Capital One reasonably believes that such addition will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event under the Pooling and Servicing Agreement or any event to occur that, after the giving of notice or the lapse of time would constitute a Pay Out Event under the Pooling and Servicing Agreement and (B) in the case of Additional Accounts, no selection procedure was utilized by Capital One that would result in a selection of Additional Accounts (from the available Eligible Accounts owned by Capital One) that would be materially adverse to the interests of Funding as of the date of the addition; (iv) Capital One shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Funding and shall have delivered to Funding the Account Schedule with respect to such Additional Accounts (in the case of Additional Accounts designated pursuant to Subsection 2.02(a)(i)); (v) Capital One and Funding shall have entered into a duly executed, written assignment, substantially in the form of Exhibit A (the “Supplemental Conveyance”); and (vi) Capital One shall have delivered to Funding an Officer’s Certificate of Capital One, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (i) through (v) above.

  • Collection of Accounts (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. (c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

  • Protection of Accounts The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time to time. Such transfer shall be made only upon obtaining the consent of the Owner and the Master Servicer, which consent shall not be withheld unreasonably. The Servicer shall bear any expenses, losses or damages sustained by the Owner because the Custodial Account and/or the Escrow Account are not demand deposit accounts. Amounts on deposit in the Custodial Account and the Escrow Account may at the option of the Servicer be invested in Eligible Investments; provided that in the event that amounts on deposit in the Custodial Account or the Escrow Account exceed the amount fully insured by the FDIC (the "Insured Amount") the Servicer shall be obligated to invest the excess amount over the Insured Amount in Eligible Investments on the same Business Day as such excess amount becomes present in the Custodial Account or the Escrow Account. Any such Eligible Investment shall mature no later than the Determination Date next following the date of such Eligible Investment, provided, however, that if such Eligible Investment is an obligation of a Qualified Depository (other than the Servicer) that maintains the Custodial Account or the Escrow Account, then such Eligible Investment may mature on such Remittance Date. Any such Eligible Investment shall be made in the name of the Servicer in trust for the benefit of the Owner. All income on or gain realized from any such Eligible Investment shall be for the benefit of the Servicer and may be withdrawn at any time by the Servicer. Any losses incurred in respect of any such investment shall be deposited in the Custodial Account or the Escrow Account, by the Servicer out of its own funds immediately as realized.

  • Verification of Accounts Any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in Lender's or Borrower's name or in the name of a firm of independent certified public accountants acceptable to Lender, to verify the validity, amount or any other matters relating to any Accounts by mail, telephone, telegraph or otherwise.

  • Description of Accounts The Financial Institution has established the following accounts (each, a “Collateral Account”): “Collection Account — as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 20 - “ with account number . “Reserve Account — as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 20 - “ with account number .

  • Administration of Accounts (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower Parties. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

  • Reconciliation of Accounts Any reconciliation of Accounts performed by any party hereto, or any Subservicer or Subcontractor shall be prepared no later than 45 calendar days after the bank statement cutoff date. * * * * * *

  • Termination of Account We may terminate your account at any time without notice to you or may require you to close your account and apply for a new account if: (1) there is a change in owners or authorized signers; (2) there has been a forgery or fraud reported or committed involving your account; (3) there is a dispute as to the ownership of the account or of the funds in the account; (4) any checks or drafts are lost or stolen; (5) there are excessive returned unpaid items not covered by an overdraft protection plan; (6) there has been any misrepresentation or any other abuse of any of your accounts; or (7) we reasonably deem it necessary to prevent a loss to us. You may terminate an individual account by giving written notice. We reserve the right to require the consent of all owners to terminate a joint account. We are not responsible for payment of any check, draft, withdrawal, transaction, or other item after your account is terminated; however, if we pay an item after termination, you agree to reimburse us.

  • Payment of Accounts (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with Xxxxx Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and Xxxxx Fargo Bank, (the "Lockbox Agreement")or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank"). On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of Default, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

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