Common use of Maintaining the Collateral Account Clause in Contracts

Maintaining the Collateral Account. Prior to or concurrently with the execution and delivery hereof and for so long as any Secured Obligation shall remain outstanding, (a) the Trustee shall establish and maintain (and the Collateral Securities Intermediary shall maintain and administer in accordance with this Pledge Agreement) the Pledge Account with the Collateral Securities Intermediary at its office at 225 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000 xx accordance with the terms of this Pledge Agreement. The Pledge Account shall at all times be segregated from any other custodial or collateral account maintained by the Trustee. (b) the Collateral Securities Intermediary and the Trustee shall cause the Pledge Account to be, and the Pledge Account shall be, separate from all other accounts held by or under the control and dominion of the Trustee, the Collateral Securities Intermediary or State Street. It shall be a term and condition of the Pledge Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Pledge Account, and except as otherwise provided by the provisions of Section 5 and Section 17.9 of this Pledge Agreement, that no amount shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other Person from the Pledge Account. (c) the Pledge Account shall be subject to such applicable laws, and such applicable regulations of any appropriate banking or governmental authority, as may now or hereafter be in effect, including, without limitation, any applicable regulations of the Board of Governors of the Federal Reserve System. (d) subject to the provisions of this Pledge Agreement, the Pledge Account shall be under the sole dominion and control of the Trustee. The Trustee shall have the sole right to make withdrawals from the Pledge Account and to exercise all rights (including the delivery of entitlement orders) with respect to the Collateral from time to time therein. All Collateral delivered to or held by or on behalf of, and not released by, the Trustee pursuant hereto shall be held in the Pledge Account in accordance with the provisions hereof. (e) if any earnings of the Collateral held in the Pledge Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate in good faith with the Company to reduce or eliminate such withholding taxes, including, without limitation, through changing the location of the Pledge Account or through establishing an additional Pledge Account at a different location to hold the affected Collateral, provided that after giving effect to any such change of location or establishment of an additional Pledge Account, the Trustee's security interest in the affected Collateral shall continue to constitute a valid and perfected first priority security interest in such Collateral. (f) all Collateral shall be retained in the Pledge Account pending disbursement pursuant to the terms of this Pledge Agreement.

Maintaining the Collateral Account. Prior to or concurrently with the execution and delivery hereof and for so long as any Secured Obligation shall remain outstanding, (a) the Trustee shall establish and maintain (and the Collateral Securities Intermediary shall maintain and administer in accordance with this Pledge Agreement) the Pledge Collateral Account with the Collateral Securities Intermediary at its office at 225 Xxxxxx Xxxxxx, Xxxxxxxx, XxxxxxxxxxxXxxxxxxxxxxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx, in accordance with the terms of this Pledge Agreement. The Pledge Collateral Account shall at all times be segregated from any other custodial or collateral account maintained by the Trustee. (b) the Collateral Securities Intermediary and the Trustee shall cause the Pledge Collateral Account to be, and the Pledge Collateral Account shall be, separate from all other accounts held by or under the control and dominion of the Trustee, the Collateral Securities Intermediary or State StreetChase. It shall be a term and condition of the Pledge Collateral Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Pledge Collateral Account, and except as otherwise provided by the provisions of Section 5 and Section 17.9 of this Pledge Agreement, that no amount shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company Pledgor or any other Person from the Pledge Collateral Account. (c) the Pledge Collateral Account shall be subject to such applicable laws, and such applicable regulations of any appropriate banking or governmental authority, as may now or hereafter be in effect, including, without limitation, any applicable regulations of the Board of Governors of the Federal Reserve System. (d) subject to the provisions of this Pledge Agreement, the Pledge Collateral Account shall be under the sole dominion and control of the Trustee. The Trustee shall have the sole right to make withdrawals from the Pledge Collateral Account and to exercise all rights (including the delivery of entitlement orders) with respect to the Collateral from time to time therein. All Collateral delivered to or held by or on behalf of, and not released by, the Trustee pursuant hereto shall be held in the Pledge Collateral Account in accordance with the provisions hereof. (e) if any earnings of the Collateral held in the Pledge Collateral Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate in good faith with the Company Pledgor to reduce or eliminate such withholding taxes, including, without limitation, through changing the location of the Pledge Collateral Account or through establishing an additional Pledge Collateral Account at a different location to hold the affected Collateral, provided PROVIDED that after giving effect to any such change of location or establishment of an additional Pledge Collateral Account, the Trustee's security interest in the affected Collateral shall continue to constitute a valid and perfected first priority security interest in such Collateral. (f) all Collateral shall be retained in the Pledge Account pending disbursement pursuant to the terms of this Pledge Agreement.

Maintaining the Collateral Account. Prior to or concurrently with the execution and delivery hereof and for so long as any Secured Obligation shall remain outstanding, (a) the Trustee shall establish and maintain (and the Collateral Securities Intermediary shall maintain and administer in accordance with this Pledge Agreement) the Pledge Account with the Collateral Securities Intermediary at its office at 225 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000 xx accordance with the terms of this Pledge Agreement. The Pledge Account shall at all times be segregated from any other custodial or collateral account maintained by the Trustee. (b) the Collateral Securities Intermediary and the Trustee Pledgor shall cause the Pledge Account to beSecurities Intermediary, and the Pledge Account shall beSecurities Intermediary agrees, separate from all other accounts held by or to maintain the Collateral Accounts under the sole control and dominion of the TrusteeCollateral Agent, and with regard to the Collateral Account the Securities Intermediary will act solely upon any entitlement orders (as defined in Section 8-102(a)(8) of the Uniform Commercial Code as in effect on the date hereof in the State of New York (the "UCC")) or State Streetany instructions directing the disposition of funds that in each case are received from the Collateral Agent acting for the benefit of itself and the Holders; (b) The Securities Intermediary hereby agrees that it shall at all times (i) act as a "securities intermediary" (within the meaning of Section 8-102(a)(14) of the UCC) in maintaining the Collateral Accounts, (ii) hold and maintain each Collateral Account as a "securities account" (within the meaning of Section 8.501(a) of the UCC), (iii) identify the Collateral Agent in its records as the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the security entitlements carried in the Collateral Accounts, (iv) identify as being credited to the Collateral Accounts each financial asset maintained in the Collateral Accounts, (v) hold and treat all property credited by the Securities Intermediary to the Collateral Accounts as financial assets under Article 8 of the UCC, (vi) not identify in its records any person as entitlement holder with respect to any Collateral Account (or any security entitlement therein) other than the Collateral Agent, and (vii) agree not to comply with entitlement orders of any person or entity with respect to any Collateral Account (or any security entitlement therein), except the Collateral Agent. The Securities Intermediary hereby agrees that, with respect to the Collateral Accounts and the financial assets held from time to time therein the Securities Intermediary will comply with entitlement orders originated by the Collateral Agent without the further consent of the Pledgor. (c) It shall be a term and condition of the Pledge AccountCollateral Accounts, notwithstanding any term or condition to the contrary in any other agreement relating to the Pledge Account, Collateral Accounts and except as otherwise provided by the provisions of Section 5 Sections 6 (Distributions/Income), 7 (Taxes), 14 (Remedies upon Default), 15 (Fees; Expenses), and Section 17.9 of this Pledge Agreement, 18 (Continuing Security Interest; Assignments) hereof that no amount (including interest on the Collateral Accounts) shall be paid or released from the Collateral Accounts to or for the account of, or withdrawn from the Collateral Accounts by or for the account of, the Company Pledgor or any other Person from person or entity other than the Pledge Account. (c) the Pledge Account shall be subject to such applicable laws, and such applicable regulations of any appropriate banking or governmental authority, as may now or hereafter be in effect, including, without limitation, any applicable regulations of the Board of Governors of the Federal Reserve System.Collateral Agent; (d) subject to The Securities Intermediary agrees that it shall not change the provisions account name or number of this Pledge Agreement, the Pledge Account shall be under the sole dominion and control any of the Trustee. The Trustee shall have the sole right to make withdrawals from the Pledge Account and to exercise all rights (including the delivery Collateral Accounts without prior written consent of entitlement orders) with respect to the Collateral from time to time therein. All Collateral delivered to or held by or on behalf of, and not released by, the Trustee pursuant hereto shall be held in the Pledge Account in accordance with the provisions hereof.Agent; and (e) if any earnings The parties hereto acknowledge and agree that each of the Collateral held Accounts is a securities account as such term is set forth in the Pledge Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate in good faith with the Company to reduce or eliminate such withholding taxes, including, without limitation, through changing the location of the Pledge Account or through establishing an additional Pledge Account at a different location to hold the affected Collateral, provided that after giving effect to any such change of location or establishment of an additional Pledge Account, the Trustee's security interest in the affected Collateral shall continue to constitute a valid and perfected first priority security interest in such CollateralUCC. (f) all Collateral shall be retained in the Pledge Account pending disbursement pursuant to the terms of this Pledge Agreement.

Maintaining the Collateral Account. Prior to or concurrently with the execution and delivery hereof and for so long as any Secured Obligation shall remain outstanding, (a) the Trustee shall establish and maintain (and the Collateral Securities Intermediary shall maintain and administer in accordance with this Pledge Agreement) the Pledge Account with the Collateral Securities Intermediary at its office at 225 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000 xx accordance with the terms of this Pledge Agreement. The Pledge Account shall at all times be segregated from any other custodial or collateral account maintained by the Trustee. (b) the Collateral Securities Intermediary and the Trustee Pledgor shall cause the Pledge Account to beSecurities Intermediary, and the Pledge Account shall beSecurities Intermediary agrees, separate from all other accounts held by or to maintain the Collateral Accounts under the sole control and dominion of the TrusteeCollateral Agent, and with regard to the Collateral Account the Securities Intermediary will act solely upon any entitlement orders (as defined in Section 8-102(a)(8) of the Uniform Commercial Code as in effect on the date hereof in the State of New York (the "UCC")) or State Street. any instructions directing the disposition of funds that in each case are received from the Collateral Agent acting for the benefit of itself and the Holders; (b) The Securities Intermediary hereby agrees that it shall at all times (i) act as a "securities intermediary" (within the meaning of Section 8-102(a)(14) of the UCC) in maintaining the Collateral Accounts, (ii) hold and maintain each Collateral Account as a "securities account" (within the meaning of Section 8.501(a) of the UCC), (iii) identify the Collateral Agent in its records as the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the security entitlements carried in the Collateral Accounts, (iv) identify as being credited to the Collateral Accounts each financial asset maintained in the Collateral Accounts, (v) hold and treat all property credited by the Securities Intermediary to the Collateral Accounts as financial assets under Article 8 of the UCC, (vi) not identify in its records any person as entitlement holder with respect to any Collateral Account (or any security entitlement therein) other than the Collateral Agent, and (vii) agree not to comply with entitlement orders of any person or entity with respect to any Collateral Account (or any security entitlement therein), except the Collateral Agent. (c) It shall be a term and condition of the Pledge AccountCollateral Accounts, notwithstanding any term or condition to the contrary in any other agreement relating to the Pledge Account, Collateral Accounts and except as otherwise provided by the provisions of Section 5 Sections 6 (Distributions/Income), 7 (Taxes), 14 (Remedies upon Default), 15 (Fees; Expenses), and Section 17.9 of this Pledge Agreement, 18 (Continuing Security Interest; Assignments) hereof that no amount (including interest on the Collateral Accounts) shall be paid or released from the Collateral Accounts to or for the account of, or withdrawn from the Collateral Accounts by or for the account of, the Company Pledgor or any other Person from person or entity other than the Pledge Account. (c) the Pledge Account shall be subject to such applicable laws, and such applicable regulations of any appropriate banking or governmental authority, as may now or hereafter be in effect, including, without limitation, any applicable regulations of the Board of Governors of the Federal Reserve System.Collateral Agent; (d) subject to The Securities Intermediary agrees that it shall not change the provisions account name or number of this Pledge Agreement, the Pledge Account shall be under the sole dominion and control any of the Trustee. The Trustee shall have the sole right to make withdrawals from the Pledge Account and to exercise all rights (including the delivery Collateral Accounts without prior written consent of entitlement orders) with respect to the Collateral from time to time therein. All Collateral delivered to or held by or on behalf of, and not released by, the Trustee pursuant hereto shall be held in the Pledge Account in accordance with the provisions hereof.Agent; and (e) if any earnings The parties hereto acknowledge and agree that each of the Collateral held Accounts is a securities account as such term is set forth in the Pledge Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate in good faith with the Company to reduce or eliminate such withholding taxes, including, without limitation, through changing the location of the Pledge Account or through establishing an additional Pledge Account at a different location to hold the affected Collateral, provided that after giving effect to any such change of location or establishment of an additional Pledge Account, the Trustee's security interest in the affected Collateral shall continue to constitute a valid and perfected first priority security interest in such CollateralUCC. (f) all Collateral shall be retained in the Pledge Account pending disbursement pursuant to the terms of this Pledge Agreement.

Maintaining the Collateral Account. Prior to or concurrently with the execution and delivery hereof and for so long as any Secured Obligation shall remain outstanding, (a) the Trustee shall establish and maintain (and the Collateral Securities Intermediary shall maintain and administer in accordance with this Pledge Agreement) the Pledge Collateral Account with the Collateral Securities Intermediary at its office at 225 Xxxxxx 000 Xxxx 00xx Xxxxxx, XxxxxxxxXxx Xxxx, Xxxxxxxxxxx, 00000 xx Xxx Xxxx 00000-0000 in accordance with the terms of this Pledge Agreement. The Pledge Collateral Account shall at all times be segregated from any other custodial or collateral account maintained by the Trustee. (b) the Collateral Securities Intermediary and the Trustee shall cause the Pledge Collateral Account to be, and the Pledge Collateral Account shall be, separate from all other accounts held by or under the control and dominion of the Trustee, the Collateral Securities Intermediary or State StreetChase. It shall be a term and condition of the Pledge Collateral Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Pledge Collateral Account, and except as otherwise provided by the provisions of Section 5 and Section 17.9 of this Pledge Agreement, that no amount shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company Pledgor or any other Person from the Pledge Collateral Account. (c) the Pledge Collateral Account shall be subject to such applicable laws, and such applicable regulations of any appropriate banking or governmental authority, as may now or hereafter be in effect, including, without limitation, any applicable regulations of the Board of Governors of the Federal Reserve System. (d) subject to the provisions of this Pledge Agreement, the Pledge Collateral Account shall be under the sole dominion and control of the Trustee. The Trustee shall have the sole right to make withdrawals from the Pledge Collateral Account and to exercise all rights (including the delivery of entitlement orders) with respect to the Collateral from time to time therein. All Collateral delivered to or held by or on behalf of, and not released by, the Trustee pursuant hereto shall be held in the Pledge Collateral Account in accordance with the provisions hereof. (e) if any earnings of the Collateral held in the Pledge Collateral Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate in good faith with the Company Pledgor to reduce or eliminate such withholding taxes, including, without limitation, through changing the location of the Pledge Collateral Account or through establishing an additional Pledge Collateral Account at a different location to hold the affected Collateral, provided PROVIDED that after giving effect to any such change of location or establishment of an additional Pledge Collateral Account, the Trustee's security interest in the affected Collateral shall continue to constitute a valid and perfected first priority security interest in such Collateral. (f) all Collateral shall be retained in the Pledge Account pending disbursement pursuant to the terms of this Pledge Agreement.

Maintaining the Collateral Account. {TC} Prior to or concurrently with the execution and delivery hereof and for so long as any Secured Obligation shall remain outstanding, (a) the Trustee shall establish and maintain (and the Collateral Securities Intermediary shall maintain and administer in accordance with this Pledge Agreement) the Pledge Account with the Collateral Securities Intermediary at its office at 225 Xxxxxx 000 Xxxx 00/xx/ Xxxxxx, XxxxxxxxXxx Xxxx, Xxxxxxxxxxx, XX 00000 xx in accordance with the terms of this Pledge Agreement. The Pledge Account shall at all times be segregated from any other custodial or collateral account maintained by the Trustee. (b) the Collateral Securities Intermediary and the Trustee shall cause the Pledge Account to be, and the Pledge Account shall be, separate from all other accounts held by or under the control and dominion of the Trustee, the Collateral Securities Intermediary or State StreetUnited States Trust. It shall be a term and condition of the Pledge Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Pledge Account, and except as otherwise provided by the provisions of Section 5 4 and Section 17.9 16.9 of this Pledge Agreement, that no amount shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other Person from the Pledge Account. (c) the Pledge Account shall be subject to such applicable laws, and such applicable regulations of any appropriate banking or governmental authority, as may now or hereafter be in effect, including, without limitation, any applicable regulations of the Board of Governors of the Federal Reserve System. (d) subject to the provisions of this Pledge Agreement, the Pledge Account shall be under the sole dominion and control of the Trustee. The Trustee shall have the sole right to make withdrawals from the Pledge Account and to exercise all rights (including the delivery of entitlement orders) with respect to the Cash Collateral from time to time therein. All Cash Collateral delivered to or held by or on behalf of, and not released by, the Trustee pursuant hereto shall be held in the Pledge Account in accordance with the provisions hereof. (e) if any earnings of the Cash Collateral held in the Pledge Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate in good faith with the Company to reduce or eliminate such withholding taxes, including, without limitation, through changing the location of the Pledge Account or through establishing an additional Pledge Account at a different location to hold the affected Cash Collateral, provided that after giving effect to any such change of location or establishment of an additional Pledge Account, the Trustee's security interest in the affected Cash Collateral shall continue to constitute a valid and perfected first priority security interest in such Cash Collateral. (f) all Cash Collateral shall be retained in the Pledge Account pending disbursement pursuant to the terms of this Pledge Agreement.