Maintaining the Accounts Sample Clauses

Maintaining the Accounts. So long as any Secured Obligations (as defined in the Security Trust Agreement) remain Outstanding: (A) To the extent required by the Security Trust Agreement and the Indenture, the Administrative Agent shall maintain, or cause to be maintained, each Account in the name of the related Grantor (as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in substantially the form of Exhibit C to the Security Trust Agreement #4839-8494-1028v3 (or made such other arrangements as are acceptable to the Administrative Agent and the Security Trustee as contemplated by Section 3.03(b)(ii) of the Security Trust Agreement) with such Grantor and the Security Trustee (an “Account Letter”). (B) The Administrative Agent shall promptly instruct each Person obligated at any time to make any payment to any Grantor for any reason (an “Obligor”) to make such payment to an Account meeting the requirements of clause 2.04(b)(iii)(A) above. (C) Upon the termination of any Account Letter or other arrangement with respect to the maintenance of an Account by any Grantor or any Account Bank, the Administrative Agent shall immediately notify all Obligors (as defined in the Security Trust Agreement) that were making payments to such Account to make all future payments to another Account meeting the requirements of clause (A) above.
Sample 1
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Maintaining the Accounts. So long as any Secured Obligations (as defined in the Security Trust Agreement) remain Outstanding: (A) The Administrative Agent shall maintain, or cause to be maintained, each Account in the name of the related Grantor (as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in substantially the form of Exhibit C to the Security Trust Agreement (or made such other arrangements as are acceptable to the Administrative Agent and the Indenture Trustee) with such Grantor and the Indenture Trustee (an “Account Letter”). (B) The Administrative Agent shall promptly instruct each Person obligated at any time to make any payment to any Grantor for any reason (an “Obligor”) to make such payment to an Account meeting the requirements of clause 2.04(b)(iii)(A) above. (C) Upon the termination of any Account Letter or other arrangement with respect to the maintenance of an Account by any Grantor or any Account Bank, the Administrative Agent shall immediately notify all Obligors (as defined in the Security Trust Agreement) that were making payments to such Account to make all future payments to another Account meeting the requirements of clause (A) above.
Sample 1Sample 2
Maintaining the Accounts. So long as any Secured Obligations (as defined in the Security Trust Agreement) remain Outstanding: (A) The Administrative Agent shall maintain, or cause to be maintained, each Account in the name of the related Grantor (as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in substantially the form of Exhibit C to the Security Trust Agreement (or made such other arrangements as are acceptable to the Administrative Agent and the Indenture Trustee) with such Grantor and the Indenture Trustee (an “Account Letter”). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (B) The Administrative Agent shall promptly instruct each Person obligated at any time to make any payment to any Grantor for any reason (an “Obligor”) to make such payment to an Account meeting the requirements of clause 2.04(b)(iii)(A) above. (C) Upon the termination of any Account Letter or other arrangement with respect to the maintenance of an Account by any Grantor or any Account Bank, the Administrative Agent shall immediately notify all Obligors (as defined in the Security Trust Agreement) that were making payments to such Account to make all future payments to another Account meeting the requirements of clause (A) above.
Sample 1
Maintaining the Accounts. (a) Except as expressly provided in this Agreement, so long as any amount shall remain unpaid or there shall be any commitment to extend credit to any Borrower under the Loan Documents: (i) the Pledgors will maintain the Public Company Pledged Securities Account, the In-Registration Company Pledged Securities Account and the Private Company Pledged Securities Account with the Broker; (ii) it shall be a term and condition of the Public Company Pledged Securities Account, the In-Registration Company Pledged Securities Account and the Private Company Pledged Securities Account, notwithstanding any term or condition to the contrary in any other agreement relating to such Account, that except as otherwise provided by the terms of this Agreement, no amount (including interest on Permitted Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, any Pledgor or any other Person from such Public Company Pledged Securities Account, such In-Registration Company Pledged Securities Account or such Private Company Pledged Securities Account; and (iii) the Public Company Pledged Securities Account, the In-Registration Company Pledged Securities Account and the Private Company Pledged Securities Account shall be subject to such applicable laws, and such applicable regulations of the Federal Reserve Board and of any other appropriate banking or governmental authority, as may now or hereafter be in effect; the Public Company Pledged Securities Account, the In-Registration Company Pledged Securities Account and the Private Company Pledged Securities Account shall not be subject to debit or withdrawal, and no Person shall have any control over or right of withdrawal from the Public Company Pledged Securities Account, the In- Registration Company Pledged Securities Account or the Private Company Pledged Securities Account other than as provided in this Agreement. (b) The initial delivery of Material Contracts, Consents, Certificates and Powers relating to Pledged Securities shall be made to the Broker and deposited in the Public Company Pledged Securities Account, In- Registration Company Pledged Securities Account or the Private Company Pledged Securities Account, as the case may be, and the Pledgors shall provide evidence satisfactory to the Administrative Agent of such delivery and deposit. The Pledgors shall deliver Material Contracts, Consents, Certificates and Powers relating to Pledged Securities from time to time after the...
Sample 1
Maintaining the Accounts. So long as any Secured Obligations (as defined in the Security Trust Agreement) remain Outstanding: (A) To the extent required by the Security Trust Agreement and the Indenture, the Administrative Agent shall maintain, or cause to be maintained, each Account in the name of the related Grantor (as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in substantially the form of Exhibit C to the Security Trust Agreement (or made such other arrangements as are acceptable to the Administrative Agent and the Security Trustee as contemplated by Section 3.03(b)(ii) of the Security Trust Agreement) with such Grantor and the Security Trustee (an “Account Letter”). (B) The Administrative Agent shall promptly instruct each Person obligated at any time to make any payment to any Grantor for any reason (an “Obligor”) to make such payment to an Account meeting the requirements of clause 2.04(b)(iii)(A) above. (C) Upon the termination of any Account Letter or other arrangement with respect to the maintenance of an Account by any Grantor or any [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Account Bank, the Administrative Agent shall immediately notify all Obligors (as defined in the Security Trust Agreement) that were making payments to such Account to make all future payments to another Account meeting the requirements of clause (A) above.
Sample 1
Maintaining the Accounts. So long as the Obligations (as defined in the Reimbursement Agreement) remain outstanding, Pledgor will maintain each Account with the respective Depository or such other depository as Pledgee shall approve in writing from time to time. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.
Sample 1
Maintaining the Accounts. So long as any Security shall remain outstanding: (a) The Pledgor will maintain the Investment Account with the Trustee.
Sample 1
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Related to Maintaining the Accounts

  • Agreement with Respect to Safe Deposit Business The Assuming Institution assumes and agrees to discharge, from and after Bank Closing, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit Boxes, if any, of the Failed Bank and to maintain all of the necessary facilities for the use of such boxes by the renters thereof during the period for which such boxes have been rented and the rent therefore paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed Bank and the respective renters of such boxes; provided, that the Assuming Institution may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution located in the trade area of the Failed Bank. The Safe Deposit Boxes shall be located and maintained in the trade area of the Failed Bank for a minimum of one year from Bank Closing. The trade area shall be determined by the Receiver. Fees related to the safe deposit business earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Institution.

  • Agreement with Respect to Safekeeping Business The Receiver transfers, conveys and delivers to the Assuming Institution and the Assuming Institution accepts all securities and other items, if any, held by the Failed Bank in safekeeping for its customers as of Bank Closing. The Assuming Institution assumes and agrees to honor and discharge, from and after Bank Closing, the duties and obligations of the Failed Bank with respect to such securities and items held in safekeeping. The Assuming Institution shall be entitled to all rights and benefits heretofore accrued or hereafter accruing with respect thereto. The Assuming Institution shall provide to the Receiver written verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after Bank Closing. The assets held for safekeeping by the Failed Bank shall be held and maintained by the Assuming Institution in the trade area of the Failed Bank for a minimum of one year from Bank Closing. At the option of the Assuming Institution, the safekeeping business may be provided at any or all of the Bank Premises, or at other premises within such trade area. The trade area shall be determined by the Receiver. Fees related to the safekeeping business earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Institution.

  • Audit Rights Period for Construction-Related Accounts and Records Accounts and records related to the design, engineering, procurement, and construction of Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades shall be subject to audit for a period of twenty-four months following Connecting Transmission Owner’s issuance of a final invoice in accordance with Article 12.2 of this Agreement.

  • Information Regarding the Collateral (a) Furnish to the Administrative Agent at least fifteen (15) days (or such shorter period as the Administrative Agent may agree) prior written notice of any change in: (i) any Loan Party’s legal name; (ii) the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility, but excluding in-transit Collateral); (iii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Loan Parties shall not effect or permit any change referred to in the preceding sentence unless the Loan Parties have undertaken all such action, if any, reasonably requested by the Administrative Agent under the UCC or otherwise that is required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties. (b) From time to time as may be reasonably requested by the Administrative Agent, the Lead Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Restatement Effective Date that is required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the Credit Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Credit Parties’ waiver of any Default resulting from the matters disclosed therein.

  • Agreement with Respect to Credit Card Business The Assuming Bank agrees to honor and perform, from and after Bank Closing, all duties and obligations with respect to the Failed Bank's credit card business, and/or processing related to credit cards, if any, and assumes all outstanding extensions of credit with respect thereto.

  • Agreement with Respect to Leased Data Processing Equipment (a) The Receiver hereby grants to the Assuming Bank an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to accept an assignment from the Receiver of any or all Data Processing Leases to the extent that such Data Processing Leases can be assigned. (b) The Assuming Bank shall (i) give written notice to the Receiver within the option period specified in Section 4.7(a) of its intent to accept or decline an assignment or sublease of any or all Data Processing Leases and promptly accept an assignment or sublease of such Data Processing Leases, and (ii) give written notice to the appropriate lessor(s) that it has accepted an assignment or sublease of any such Data Processing Leases. (c) The Receiver agrees to facilitate the assignment or sublease of Data Processing Leases or the negotiation of new leases or license agreements by the Assuming Bank; provided, that neither the Receiver nor the Corporation shall be obligated to engage in litigation or make payments to the Assuming Bank or to any third party in connection with facilitating any such assumption, assignment, sublease or negotiation. (d) The Assuming Bank agrees, during its period of use of any property subject to a Data Processing Lease, to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of the applicable Data Processing Leases entered into by the Failed Bank, including without limitation the timely payment of all rent, taxes, fees, charges, utilities, insurance and assessments. (e) The Assuming Bank shall, not later than fifty (50) days after giving the notice provided in Section 4.7(b), (i) relinquish and release to the Receiver all property subject to the relevant Data Processing Lease, in the same condition as at Bank Closing, normal wear and tear excepted, or (ii) accept an assignment or a sublease thereof or negotiate a new lease or license agreement under this Section 4.7.

  • Information Concerning the Fund and SubAdviser From time to time as the Adviser or the Fund may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the Fund may reasonably request. The SubAdviser will also provide the Adviser with notice and analysis of events that may affect or relate to the valuation of the Fund’s portfolio.

  • Concerning the Shares The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

  • Audit Rights Period for All Other Accounts and Records Accounts and records related to a Party’s performance or satisfaction of its obligations under this Agreement other than those described in Article 25.4.1 of this Agreement shall be subject to audit as follows: (i) for an audit relating to cost obligations, the applicable audit rights period shall be twenty-four months after the auditing Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for an audit relating to all other obligations, the applicable audit rights period shall be twenty-four months after the event for which the audit is sought.

  • Concerning the Custodian Section 3.1 Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other document constituting a part of a Mortgage File shall be delivered by the Custodian to the Company or the Master Servicer or otherwise released from the possession of the Custodian. The Master Servicer shall promptly notify the Custodian in writing if it shall no longer be a member of MERS, or if it otherwise shall no longer be capable of registering and recording Mortgage Loans using MERS. In addition, the Master Servicer shall (i) promptly notify the Custodian in writing when a MERS Mortgage Loan is no longer registered with and recorded under MERS and (ii) concurrently with any such deregistration of a MERS Mortgage Loan, prepare, execute and record an original assignment from MERS to the Trustee and deliver such assignment to the Custodian.

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