UNION SECURITY (a) The Company agrees that as a condition of employment all employees in the bargaining unit shall become members of the Union after the thirtieth day of their employment or thirty (30) days after the execution date of this AGREEMENT, whichever is later. All employees who become members of the Union shall remain members of the Union in good standing by proper tender of dues and initiation fees during the term of this AGREEMENT.
Information Security 10.1 The Transfer Agent shall maintain reasonable safeguards for maintaining in confidence any and all Fund Confidential Information, including, without limitation, the policies and procedures described in Section 10.2. The Transfer Agent shall not, at any time, use any such Fund Confidential Information for any purpose other than as specifically authorized by this Agreement, or in writing by the Fund.
Transaction Security Each Security Document to which it is a party validly creates the Security which is expressed to be created by that Security Document and evidences the Security it is expressed to evidence and is enforceable in accordance with its terms.
INFORMATION SECURITY SCHEDULE All capitalized terms not defined in this Information Security Schedule (this “Security Schedule”) shall have the meanings ascribed to them in the Transfer Agency and Service Agreement by and between DST and each of the funds listed on Exhibit A thereto (each such fund, or series thereof, severally, and not jointly, the “Fund”) dated March 1, 2022 (the “Agreement”). DST and Fund hereby agree that DST shall maintain and comply with an information security policy (“Security Policy”) that satisfies the requirements set forth below; provided, that, because information security is a highly dynamic space (where laws, regulations and threats are constantly changing), DST reserves the right to make changes to its information security controls at any time and at the sole discretion of DST in a manner that it believes does not materially reduce the protection it applies to Fund Data. From time to time, DST may subcontract services performed under the Agreement (to the extent provided for under the Agreement) or provide access to Fund Data or its network to a subcontractor or other third party; provided, that, such subcontractor or third party implements and maintains security measures DST believes are at least as stringent as those described in this Security Schedule. For the purposes of this Schedule “prevailing industry practices and standards” refers to standards among financial institutions, including mutual funds, and third parties providing financial services to financial institutions.
Collateral Security (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).
Purchase of Equipment (a) Lessor is not obligated to purchase or lease Equipment, including the Software, unless before the Expiration Date on a Schedule: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule and such other documents as Lessor may require: (ii) Lessor has confirmed to its satisfaction, either in writing or pursuant to a telephone audit, that the Equipment and any Software have been delivered and irrevocably accepted by Lessee; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Lease, Lessee irrevocably authorizes Lessor to adjust the Equipment Total Cost by no more than fifteen percent (15%) to account for change orders or returns, invoicing errors and similar matters, any adjustments required by commencement of any Lease after the applicable Expiration Date or to make any Leases continuous and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Total Cost and TRANSACTION TERMS, if different from those stated in the applicable Schedule.
Aircraft The Airframe to be sold by AVSA to the Owner Trustee as provided in the Participation Agreement and to be leased under the Lease (or any permitted substitute airframe thereunder) together with two Engines (whether either is an initial Engine or a Replacement Engine) whether or not any of such initial or Replacement Engines may from time to time be installed on such Airframe or may be installed on any other airframe or on any other aircraft, including any aircraft substituted pursuant to Section 11.03
Taxes on Security Borrower shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the Note or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Lender. If there shall be enacted any law (a) deducting the Loan from the value of the Project for the purpose of taxation, (b) affecting any Lien on the Project, or (c) changing existing laws of taxation of mortgages, deeds of trust, security deeds, or debts secured by real property, or changing the manner of collecting any such taxes, Borrower shall promptly pay to Lender, on demand, all taxes, costs and charges for which Lender is or may be liable as a result thereof; however, if such payment would be prohibited by law or would render the Loan usurious, then instead of collecting such payment, Lender may declare all amounts owing under the Loan Documents to be immediately due and payable.
Vessels Each Vessel is
Mortgaged Property The real property securing repayment of the debt evidenced by a Mortgage Note.
