Operating Account To the extent funds are not required to be placed in a lockbox pursuant to any Loan Documents, Property Manager shall deposit all rents and other funds collected from the operation of the Property in a reputable bank or financial institution in a special trust or depository account or accounts for the Property maintained by Property Manager for the benefit of the Company (such accounts, together with any interest earned thereon, shall collectively be referred to herein as the “Operating Account”). Property Manager shall maintain books and records of the funds deposited in and withdrawals from the Operating Account. With funds from Company, Property Manager shall maintain the Operating Account so that an amount at least as great as the budgeted expenses for such month is in the Operating Account as of the first of each month. From the Operating Account, Property Manager shall pay the operating expenses of the Property and any other payments relative to the Property as required by this Agreement. If more than one account is necessary to operate the Property, each account shall have a unique name, except to the extent any Lender requires sub-accounts within any account. Within three (3) months after receipt by Property Manager, all rents and other funds collected in the Operating Account, after payment of all operating expenses, debt service and such amounts as may be determined by the Property Manager to be retained for reserves or improvements, shall be paid to the Company.
Operating Accounts (a) Maintain all of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.
Emergency Mode Operation Plan Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of electronic County PHI or PI in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this Agreement for more than twenty-four (24) hours.
Account Maintenance Trade Allocations Trade Reporting; (Futures) Daily Trade Checkout Daily Statement Reconciliation
Allocation of Charges There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.
Shareholder Account Maintenance (a) Maintain all shareholder records for each account in the Company. (b) Issue customer statements on scheduled cycle, providing duplicate second and third party copies if required. (c) Record shareholder account information changes. (d) Maintain account documentation files for each shareholder.
Fund Accounting Services (a) BNY, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of Fund's liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and amounts receivable or amounts payable for the sale or redemption of Fund shares effected by or on behalf of the Fund. In the event BNY's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY which BNY in its judgment deems reliable, or any other third party pricing source designated by the Trust, BNY shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. BNY shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this Section, even though BNY in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (b) Subject to the provisions of this Agreement and the direction and approval of the Trust's Board, BNY shall perform the computations described in Schedule II at such times and dates and in the manner specified or described in the then-current prospectus(es) of a Fund. To the extent valuation of securities or a computation specified or described in a Fund's Pricing Procedures or then-current effective prospectus(es) is at any time inconsistent with any applicable laws or regulations, the Trust or BAAI shall immediately so notify BNY in writing and thereafter shall furnish BNY at all appropriate times with the values of such securities and such Fund's net asset value or other amounts otherwise to be calculated by BNY, or, subject to the prior approval of BNY, instruct BNY in writing to value securities and make such computations in a manner which the Trust or BAAI then represents in writing to be consistent with all applicable laws and regulations. The Trust or BAAI may also from time to time, subject to the prior approval of BNY, instruct BNY in writing to make computations other than as specified in this Section of this Agreement. By giving such instruction, the Trust or BAAI shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations and the then-current effective prospectus(es) of the particular Fund. The Trust or BAAI shall have sole responsibility for determining the method of valuation of securities and the method of computations, and all computations, valuation of securities and the method of computing each Fund's net asset value shall be subject to approval by the Trust and BAAI. BNY shall not be liable for relying on any price provided by any pricing service believed by BNY to be reliable, and the Trust or BAAI shall furnish values when the same are not available from a pricing service utilized by BNY, with such furnishing to constitute an instruction to BNY to rely on the provided values. (c) BNY shall be responsible for determining and properly reflecting in the computations made by it under this Agreement: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund; (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto; or (v) any tax accounting; provided, however, that if BNY is not certain of the taxable nature, amount or effect of any such item, it may seek instructions regarding the proper treatment of such item from the Trust or BAAI in accordance with the procedures set forth in Section 1(e), above, and shall have no liability for acting in reliance on such instructions.
Revenue Account (a) The following amounts shall be deposited into the Revenue Account directly, or if received by CE Generation or any Assignor, as soon as practicable upon receipt, in either case in accordance with this Section 3.1(a): (i) all Available Cash Flow (other than Available Cash Flow required to be deposited in the Redemption Account pursuant to Section 3.5(a)) received by the Assignors; (ii) all proceeds received by CE Genera tion in connection with a sale of all or any portion of its ownership interest in any Assignor (other than proceeds required to be deposited in the Redemption Account pursuant to Section 3.5(a)); (iii) all proceeds received by the Assignors in connection with a sale of all or any portion of their respective ownership interests in the Project Companies or their right to receive Available Cash Flow (other than proceeds required to be deposited in the Redemption Account pursuant to Section 3.5(a)); (iv) to the extent the Debt Service Reserve Account is fully funded or the Monies on deposit in or credited to such Account, together with any Debt Service Reserve Letter of Credit, equals the Debt Service Reserve Requirement, any income from the investment of Monies on deposit in or credited to any of the Accounts pursuant to Section 3.7; and (v) all other Monies required to be transferred to the Revenue Account from any other Account as contemplated under this Agreement or as provided in Section 7 of the Intercreditor Agreement. If any of the foregoing amounts required to be deposited with the Depositary Bank in accordance with the terms of this Agreement are received by CE Generation, any Assignor or any Affiliate thereof, CE Generation or such Assignor shall or shall cause any such Affiliate to hold such payments in trust for the Collateral Agent and shall promptly remit such payments to the Depositary Bank for deposit in the Revenue Account in the form received (with any necessary endorsements). (b) In the event the Depositary Bank receives Monies without adequate instruction with respect to the source or proper Account in which such Monies are to be deposited, the Depositary Bank shall deposit such Monies into the Revenue Account and segregate such Monies from all other Monies on deposit in or credited to the Revenue Account and notify CE Generation and the Assignors of the receipt and source of such Monies. Upon receipt of written instructions from CE Generation, the Depositary Bank shall transfer such Monies from the Revenue Account to the Account specified in such instructions in accordance with the terms of this Agreement. (c) The Collateral Agent, CE Generation and each Assignor hereby irrevocably authorize the Depositary Bank to make withdrawals and transfers of Monies (via wire transfer or otherwise in the discretion of the Depositary Bank), to the extent then on deposit in or credited to the Revenue Account, upon the delivery of an Officer's Certificate of CE Generation (a "Funds Transfer Certificate") to the Depositary Bank setting forth the Monies to be withdrawn from the Revenue Account and the Monies to be transferred pursuant to this clause (c) pursuant to the terms of this Agreement in the following order of priority: (i) FIRST: Transfer on each Funding Date from the Revenue Account to the Persons entitled to such pay ments an amount (as set forth in such Funds Transfer Certificate) equal to the sum of (A) all Operating and Administrative Costs of CE Generation, the Assignors and the Intermediate Holding Companies incurred on or prior to such Funding Date or reasonably expected to be incurred within the next thirty (30) days and (B) any taxes, assess ments and governmental charges or levies imposed on CE Generation, any Assignor or any Intermediate Holding Company on or prior to such Funding Date; provided that no Operating and Administrative Costs payable to an Affiliate of any of CE Generation, any Assignor or any Intermediate Holding Company shall be paid pursuant to this clause (i), other than Operating and Administrative Costs payable by such Affiliate to Persons other than any such Affiliate and that are incurred by such Affiliate on behalf of CE Generation, any Assignor or any Intermediate Holding Company; and provided, further that if Monies then on deposit in or credited to the Revenue Account are insufficient on such Funding Date to make the transfers specified in this clause (i), transfer of Monies shall be made ratably to the specified recipients in accordance with the respective amounts owed to such recipients; (ii) SECOND: After making each applicable transfer specified in clause (i) immediately above, transfer on each Funding Date from the Revenue Account to the Depositary Bank, the Collateral Agent, the Trustee and the Debt Service Reserve LOC Provider an amount (as set forth in such Funds Transfer Certificate) equal to all Administrative Costs due and payable to such parties on such Funding Date; provided that if Monies then on deposit in or credited to the Revenue Account are insufficient on such Funding Date to make the transfers specified in this clause (ii), transfer of Monies shall be made ratably to the specified recipients in accordance with the respective amounts owed to such recipients; (iii) THIRD: After making each applicable transfer specified in clauses (i) and (ii) immediately above, transfer on each Funding Date from the Revenue Account to the Debt Payment Account an amount (as set forth in such Funds Transfer Certificate) which, together with the Monies then on deposit therein or credited thereto, is equal to the sum of (A) all principal of and interest on the Securities and all other amounts payable under the Indenture due and payable on the next succeeding Payment Date, (B) all principal of and interest on any Debt Service Reserve Bonds due and payable on the next succeeding Payment Date, (C) all commit ment, letter of credit and fronting fees payable under the Debt Service Reserve LOC Reimbursement Agreement due and payable on the next succeeding Payment Date and (D) all interest on any Debt Service Reserve LOC Loans due and payable on the next succeeding Payment Date;
Construction Administration Phase Delete the following paragraph if Submittal Exchange isn’t going to be used:
Processing operations The personal data transferred will be subject to the following basic processing activities (please specify):
