Security Interest in Reserves; Other Matters Pertaining to Reserves Sample Clauses

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Default; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.
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Security Interest in Reserves; Other Matters Pertaining to Reserves. Funds Deposited with Lender/Special Jekyll Island Reserves ........... 72 Section 6.3 FF&E Reserve ......................................................... 73 Section 6.4 Capital Improvement Reserve; Required Capital Improvements ........... 74 Section 6.5 Hazardous Materials Remediation Reserve .............................. 75 Section 6.6 Conditions to Disbursements from Hazardous Materials Remediation Reserve, Capital Improvement Reserve and the Jekyll Island Special Reserves; Performance of Work ........................................ 75 Section 6.7 Cash Trap Reserve .................................................... 77 Section 6.8 Substitute Cash Management Agreement ................................. 77 ARTICLE VII LOCK BOX; CASH MANAGEMENT ...................................................... 78 Section 7.1 Establishment of Deposit Account and Lock Box Account ................ 78 Section 7.2 Application of Funds in Lock Box Account ............................. 80 Section 7.3 Application of Funds After Event of Default .......................... 80 Section 7.4 Mortgage Loan Lock Box ............................................... 80
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Security Interest in Reserves; Other Matters Pertaining to Reserves. Section 6.2 Funds Deposited with Lender.............................................. 75 Section 6.3 Impositions and Insurance Reserve........................................ 76 Section 6.4 FF&E Reserve............................................................. 76 Section 6.5 Capital Improvement Reserve; Required Capital Improvements............... 77 Section 6.6 Hazardous Materials Remediation Reserve.................................. 77 Section 6.7 Conditions to Disbursements from Hazardous Materials Remediation Reserve and Capital Improvement Reserve; Performance of Work................... 77 Section 6.8 Cash Trap Reserve........................................................ 82
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Security Interest in Reserves; Other Matters Pertaining to Reserves. The following amendments are hereby made to Section 4.01 of the Indenture:
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Security Interest in Reserves; Other Matters Pertaining to Reserves. (a) The Obligors hereby grant to the Indenture Trustee on behalf of the Secured Parties a security interest in and to all of the Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the other Transaction Documents, in accordance with the terms of Section 14.01.
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Security Interest in Reserves; Other Matters Pertaining to Reserves. 53 Section 6.2 Funds Deposited with Lender..............................................................
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Security Interest in Reserves; Other Matters Pertaining to Reserves. 6366 Section 4.02. Return of Reserves; Funding at Closings. 6366 Section 4.03. Yield Maintenance Reserve Accounts 6367 Section 4.04. Cash Trap Reserve 6467 Section 4.05. Liquidity Reserve Account; Liquidity Reserve Letters of Credit 6568 ARTICLE V PRIORITY OF PAYMENTS; PAYMENTS TO NOTEHOLDERS 6770 Section 5.01. Priority of Payments 6770 Section 5.02. No Gross Up 7275 ARTICLE VI REPRESENTATIONS AND WARRANTIES 7276 Section 6.01. Organization, Powers, Capitalization, Good Standing, Business. 7276 Section 6.02. Authorization of Borrowing, Authority, etc. 7376 Section 6.03. Financial Statements 7377 Section 6.04. Indebtedness and Contingent Obligations 7377 Section 6.05. Fiber Network Assets. 7477 Section 6.06. Customer Agreements; Other Agreements. 7478 Section 6.07. Litigation; Adverse Facts 7578 Section 6.08. Payment of Taxes 7578 Section 6.09. Performance of Agreements 7579 Section 6.10. Investment Company Act 7579 Section 6.11. Employee Benefit Plans 7579 Section 6.12. Solvency 7579 Section 6.13. Use of Proceeds and Margin Security 7679 Section 6.14. Insurance 7679 Section 6.15. Investments; Ownership of the Obligors 7679 Section 6.16. Environmental Compliance 7680 ARTICLE VII COVENANTS 7680 Section 7.01. Payment of Principal and Interest 7680 Section 7.02. Financial Statements and Other Reports. 7780 Section 7.03. Existence; Qualification 8083 Section 7.04. Payment of Impositions and Claims. 8084 Section 7.05. Maintenance of Insurance 8185 Section 7.06. Operation and Maintenance of the Fiber Networks. 8386 Section 7.07. Inspection; Investigation 8588 Section 7.08. Compliance with Laws and Obligations 8589 Section 7.09. Further Assurances 8589 Section 7.10. Performance of Agreements 8690 Section 7.11. Provision of Material Agreements 8690 Section 7.12. Management Agreement. 8690 Section 7.13. Maintenance of Office or Agency by Issuer. 8791 Section 7.15. Estoppel Certificates. 8891 Section 7.16. Indebtedness 8892 Section 7.17. No Liens 8992 Section 7.18. Contingent Obligations 8993 Section 7.19. Restriction on Fundamental Changes 8993 Section 7.20. Bankruptcy, Receivers, Similar Matters 8993 Section 7.21. ERISA. 8993 Section 7.22. Money for Payments to be Held in Trust. 9094 Section 7.23. Fiber Network Underlying Rights Agreements. 9194 Section 7.24. Rule 144A Information 9296 Section 7.25. [Reserved] 9296 Section 7.26. Maintenance of Books and Records 9296 Section 7.27. Continuation of Ratings 9296
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Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) Each Borrower hereby pledges, assigns and grants to Lender a security interest in and to all of such Borrower's right, title and interest in and to the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other
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Security Interest in Reserves; Other Matters Pertaining to Reserves. (a) The Obligors hereby grant to the Indenture Trustee a security interest in and to all of the Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the other Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of the Indenture Trustee created herein and all provisions of this Indenture and the other Transaction Documents pertaining to Account Collateral. Income realized from the investment of funds in any Site Acquisition Account shall be paid to, or at the direction of, the Issuer on each Payment Date. All Permitted Investments will mature no later than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01. (b) In addition to the rights and remedies provided in Article III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Transaction Documents or under any applicable law.
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Related to Security Interest in Reserves; Other Matters Pertaining to Reserves

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest The UCC financing statements (including fixture filings) prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing (and which UCC financing statements the Pledgors have been given an opportunity to review prior to filing) in each governmental, municipal or other office specified in Schedule 6 of this Agreement (or specified by notice from the applicable Pledgor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), and the filings required to be made pursuant to the last sentence of this Section 3.3 in the United States Patent and Trademark Office or United States Copyright Office in order to perfect the security interest in Pledged Collateral consisting of Patents, Trademarks and Copyrights, are all the filings, recordings and registrations necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all Pledged Collateral in which a security interest may be perfected by such filings, recordings or registrations. Each Pledgor represents and warrants that, as of the Closing Date, an appropriate Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement, as applicable, containing a description of all Intellectual Property Collateral consisting of Patents (and Patents for which applications are pending), registered Trademarks (and Trademarks for which registration applications are pending) or registered Copyrights (and Copyrights for which registration applications are pending), as applicable, have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office or United States Copyright Office. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens.

  • Payment of Other Taxes by Loan Parties The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

  • Subordination of Other Obligations Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

  • Payment of Other Taxes by Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Initial Lender, the Required Lenders or the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Maintenance of Security Interests The Borrower will: (a) at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and (b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

  • Security Interest, Etc The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary to establish and maintain a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which an ownership or security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

  • Maintenance of Security Interests in Vehicles (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

  • Disbursements to Contractors to Pay Costs of the Project The Recipient shall require that as work on the Project and as specified in its contract is performed a Contractor shall promptly submit a detailed project specific invoice to the Project Manager. Within three (3) Business Days following receipt of such invoice from a Contractor, the Project Manager shall review the invoice and, if found to be accurate, shall so certify in writing, forwarding such certification together with a copy of the invoice to the Chief Fiscal Officer. Within five (5) Business Days following receipt of such invoice and certification from the Project Manager, the Chief Fiscal Officer shall conduct such reviews as he considers appropriate and, if he approves such invoice, shall submit to the Director a Disbursement Request together with the information and certifications required by this Section 6(b). The dollar amount set forth in the Disbursement Request shall be calculated based on the Participation Percentage as set forth originally in Appendix D of this Agreement or as may be adjusted from time to time to account for changed conditions in the project financing scheme. Within five (5) Business Days following receipt of the Disbursement Request and all required information and certifications, the Director shall, if such items are deemed by the Director to be accurate and completed, initiate a voucher in accordance with applicable State requirements for the payment of the amount set forth in the Disbursement Request. Upon receipt of a warrant from the Auditor of State drawn in connection with a voucher initiated in accordance with the terms of the preceding sentence, the Director shall forward it by regular first class United States mail or electronic funds transfer, to the contractor or other authorized recipient designated in the Disbursement Request. Prior to any disbursement from the Fund, the following documents shall be submitted to the Director by the Recipient: (i) If the request is for disbursement to a Contractor, an invoice submitted to the Recipient by the Contractor which invoice requests payment of such sums in connection with its performance of the Project; (ii) If the request is for disbursement to the Recipient pursuant to Paragraph (A)(4)(b) of Rule 164-1-22 of the Administrative Code, a xxxx of sale, paid invoice or other evidence satisfactory to the Director that payment of such sums has been made by the Recipient in connection with the portion of the Project for which payment is requested; (iii) The Project Manager's certification pursuant to Section 6(b) of this Agreement; (iv) The Disbursement Request Form and Certification in the form set forth as Appendix E of this Agreement properly executed by the Chief Fiscal Officer and the Chief Executive Officer; and (v) Such other certificates, documents and other information as the Director may reasonably require. If the Director finds that the documents are in compliance with the requirements of this Agreement, the Director is authorized and directed to cause the disbursement of moneys from the Fund for payment of the identified Project costs. A copy of all such documents submitted to the Director shall be retained by the Director. The Recipient represents that the Project was initially constructed, installed or acquired by the Recipient no earlier than the execution date of this Agreement.

  • Non-Payment of Other Debt Any default shall occur under the terms applicable to any Debt of the Company or any Subsidiary in an aggregate amount (for all such Debt so affected) exceeding $10,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require the Company or any Subsidiary to purchase or redeem such Debt) prior to its expressed maturity.

  • Prepayments of Other Indebtedness Modifications of Organizational Documents; Material Indebtedness and Other Documents, etc.; Limitation on Overadvances 70 SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries 70 SECTION 6.13 Limitation on Issuance of Capital Stock 71 SECTION 6.14 Limitation on Creation of Subsidiaries 71 SECTION 6.15 Business 71 SECTION 6.16 Fiscal Year 72 SECTION 6.17 No Further Negative Pledge 72 SECTION 6.18 Anti-Terrorism Law; Anti-Money Laundering 72 SECTION 6.19 Limitation on Use of Stock Proceeds to Prepay Loans 72 SECTION 6.20 Availability Under First Lien Credit Agreement 72 SECTION 6.21 Swap Agreements 73 SECTION 6.22 LTB as Passive Holding Company 73 ARTICLE VII GUARANTEE SECTION 7.01 The Guarantee 73 SECTION 7.02 Obligations Unconditional 73 SECTION 7.03 Reinstatement 75 SECTION 7.04 Subrogation; Subordination 75 SECTION 7.05 Remedies 75 SECTION 7.06 Instrument for the Payment of Money 75 SECTION 7.07 Continuing Guarantee 75 SECTION 7.08 General Limitation on Guarantee Obligations 75 SECTION 7.09 Release of Subsidiary Guarantors 75 SECTION 7.10 Right of Contribution 76

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