The Accounts. The Borrower has neither pledged nor assigned, nor entered into a control agreement with respect to either Account, other than in accordance with the terms of this Agreement and the Account Control Agreement. Each Account is a “deposit account” or “securities account”, in each case under and as defined in the relevant UCC.
The Accounts. The Borrower shall not create or participate in the creation of, or permit to exist, any Liens (other than Permitted Liens) and will not enter into any “control agreement” (as defined in the relevant UCC) with respect to either Account other than as set forth in, or permitted pursuant to, this Agreement and the Account Control Agreement.
The Accounts. The Servicer has neither pledged nor assigned, nor entered into a control agreement with respect to, either Account or amounts on deposit therein with or to any other Person except the Administrative Agent and/or the Secured Parties. Each Account is a “deposit account” or “securities account”, in each case under and as defined in the relevant UCC.
The Accounts a. Service Provider will open one or more Accounts per Fund. Accounts will be established as Matrix Level ___________________.
b. MBSC shall designate each such Account with account numbers. Account numbers will be the means of identification when the parties are transacting business in the Account.
The Accounts. The Grantor and Account Holder represent and warrant to, and agrees with, the Secured Party that:
(a) The Account Holder maintains each Account for the Grantor, and all property (including, without limitation, all funds and financial assets) held by the Account Holder for the account of the Grantor are, and will continue to be, credited to an Account in accordance with instructions given by the Grantor (unless otherwise provided herein).
(b) To the extent that funds are credited to any Account, such Account is a deposit account; and to the extent that financial assets are credited to any Account, such Account is a securities account. The Account Holder is (i) the bank with which each Account that is a deposit account is maintained and (ii) the securities intermediary with respect to financial assets held in any Account that is a securities account. The Grantor is (x) the Account Holder's customer with respect to the Accounts and (y) the entitlement holder with respect to financial assets credited from time to time to any Account.
(c) Notwithstanding any other agreement to the contrary, the Account Holder's jurisdiction with respect to each Account for purposes of the N.Y. Uniform Commercial Code is, and will continue to be for so long as the Security Interest shall be in effect, the State of New York.
(d) Attached as Exhibit A hereto are statements of the respective Accounts as of the date hereof showing the property credited to each Account.
(e) The Grantor and Account Holder do not know of any claim to or interest in any Account or any property (including, without limitation, funds and financial assets) credited to any Account, except for claims and interests of the parties referred to in this Agreement.
The Accounts. (a) make proper and adequate provision or reserve for all bad and doubtful debts, obsolete or slow-moving stocks and for depreciation on fixed assets;
(b) do not overstate the value of current or fixed assets; and
(c) do not understate any liabilities (whether actual or contingent).
The Accounts. (a) Each Account will be opened upon completion of the application forms then applicable to the desired Fund. In connection with each Account, Service Organization represents and warrants that it is authorized to act on behalf of each Plan effecting transactions in the Account in connection with the Services pursuant to an agreement with the Plan Representative, and it is satisfied that the person or persons who signed Service Organization's contracts with the Plan were themselves properly authorized by the Plan and the entity which they represent.
(b) The Funds shall designate each Account with an account number. Account numbers will be the means of identification when the parties are transacting in the Accounts. The assets in the Accounts are assets of the Plans and are segregated from Service Organization's own assets. Distributors agrees to cause the Accounts to be kept open on each Fund's books regardless of a lack of activity or small position size except to the extent Service Organization takes specific action to close an Account or to the extent the Fund's prospectus reserves the right to close accounts which are inactive or of a small position size. In the latter two cases, Distributors will give prior notice to Service Organization before closing an Account.
(c) Service Organization agrees to provide Distributors, by the 1st day of each month, with (i) a report which indicates the number of Participants that hold, through a Plan, interests in each Account as of the last day of the prior month and (ii) such other information as Distributors may reasonably request concerning such Participants as may be necessary or advisable to enable Distributors to comply with applicable laws, including state "Blue Sky" laws relating to the sales of Fund shares to the Accounts.
The Accounts. (a) The Issuer agrees to establish and maintain the Accounts at the Custodian according to Section 8.2 of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets.
(b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account.
(c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party.
(d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will:
(i) collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account;
(ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement;
(iii) (x) exchange Securities where the exc...
The Accounts. 3.2.1 make adequate provision for all bad and doubtful debts, obsolete or slow-moving stocks, for depreciation on fixed assets and for liabilities (including contingent and potential liabilities) and Tax (including deferred Tax);
3.2.2 do not overstate the value of current or fixed assets; and
3.2.3 do not understate any liabilities (whether actual or contingent).
The Accounts. (i) comply with the requirements of all applicable legislation;
(ii) were prepared on the same basis and in accordance with the same accounting policies as the audited accounts of the Company were prepared in the preceding three years and six months and in accordance with accounting practices generally accepted in the place of preparation of such accounts at the time they were audited and commonly adopted by companies carrying on businesses similar to that carried on by the Company;
(iii) (including the management financial information therein) are complete and accurate in all material respects and in particular make full provision for all bad and doubtful debts and established liabilities and make proper provision for (or contain a note in accordance with good accounting practice respecting) all deferred or contingent liabilities (whether liquidated or unliquidated) at the date thereof;
(iv) give a true and fair view of the state of affairs and financial position of the Company at the Accounts Date and of the results of the Company for the financial period covered by the Accounts and the management financial information therein fairly represent the state of affairs and financial position of the Company for the period covered by the Accounts;
(v) (including the management financial information therein) are not affected by any unusual or non-recurring items which are not disclosed in the Accounts.
