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. (i) The Custodian hereby confirms that the Accounts have been established and are maintained with the Custodian on its books and records and that Exhibit B attached hereto (as such Exhibit may be modified and supplemented from time to time pursuant to the delivery by the Borrower of a supplemental notice in writing to the Custodian which notice will contain the account number(s) and name(s) of the holder of such additional account(s) (the “Supplemental Notice”) is a complete and accurate statement of the Accounts, indicating in each case the office or branch where such Account is maintained.
(ii) The Securities Account is (a) a securities account to which financial assets are or may be credited in accordance with this Agreement, (b) maintained by the Custodian, and (c) in respect of which the Custodian undertakes to treat the Company as the sole entitlement holder entitled to exercise the rights that comprise the financial assets credited thereto, and (d) with respect to which the Custodian is a securities intermediary. All assets, including cash, held in or credited to the Securities Account shall be treated as financial assets.
(iii) Each Cash Account is (a) a deposit account, (b) maintained by the Custodian, (c) in respect of which the Custodian undertakes to treat the Company as the sole customer and (d) with respect to which the Custodian is a bank.
(iv) The Company hereby represents and warrants to the Custodian that all collateral and deposits in the Accounts are subject to the security interest pursuant to the Guarantee and Security Agreement in favor of the Collateral Agent. The Custodian agrees that all cash received by it in respect of financial assets, and any other cash that may otherwise be received in respect of the Securities Account, will initially be credited to the Securities Account as a financial asset and promptly thereafter shall be distributed from the Securities Account and credited to a Cash Account, and each other item of property received by it shall be credited to the Securities Account and shall be treated as a financial asset, provided, however, nothing herein shall require the Custodian to credit to the Securities Account or to treat as a financial asset any asset in the nature of a general intangible (other than any general intangible in respect of immediately available funds that are transferred to the Securities Account or a Cash Account).
(v) It is acknowledged and agreed that the Custodian is not under a duty to examine...
The Accounts. 18.2.1 make proper and adequate provision or reserve for all bad and doubtful debts, for depreciation on fixed assets and for liabilities (including contingent liabilities) and Taxation (including deferred Taxation);
18.2.2 do not overstate the value of current or fixed assets; and
18.2.3 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.
