The Securities Account. (a) The Trust Administrator shall establish one or more “Securities Accounts” in the name of the Securities Intermediary that shall be held by the Trust Administrator for the benefit of the Certificateholders. Each Securities Account shall be a segregated, non-interest bearing trust account maintained with the Trust Administrator and established for the purpose of holding the Underlying Certificates; such account may be the same account as the Distribution Account. Each Securities Account shall be an Eligible Account. The Trust Administrator hereby appoints Xxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Securities Accounts, and the Securities Intermediary shall hold, for the benefit of the Certificateholders, the Securities Accounts and the Security Entitlements to all Financial Assets credited to the Securities Accounts including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts and all proceeds thereof. Amounts held from time to time in the Securities Accounts will continue to be held by the Securities Intermediary on behalf of the Trust Administrator for the benefit of the Certificateholders. Upon the termination of the Trust, the Trust Administrator shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo Bank, N.A., as Securities Intermediary. Xxxxx Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary.
(b) With respect to the Account Property credited to a Securities Account, the Securities Intermediary agrees that:
(i) any Account Property that is held in deposit accounts shall be held solely in a bank approved in writing by each Rating Agency; provided, that Xxxxx Fargo Bank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “A1+” and a long term debt rating by S&P of at least “AA-”; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;
(ii) the sole assets permitted in a Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and
(iii) any such Account Property that is, or is treated as,...
The Securities Account. (1) The Custodian shall open and maintain the Securities Account as an account of, and in the name of, the Pledgor, or shall designate an existing account as a Securities Account for purposes of this Agreement. The parties hereby agree that the account described in Schedule “B” is and shall be a “Securities Account” for purposes of this Agreement and a securities account for the purposes of the STA.
(2) The Securities Account shall be opened and maintained at the offices of the Custodian in Xxxxxxx, Xxxxxxx. The Custodian will not change the location of any Securities Account without the prior written consent of the Pledgor and the Secured Party.
(3) Concurrent with the execution and delivery of this Agreement, the Pledgor shall, from time to time, deliver Permitted Investments to the Securities Account having an aggregate Market Value as of such date no less than the Minimum Market Value.
(4) The Pledgor shall ensure that all property delivered by it to the Securities Account, or in which it Directs that amounts in the Securities Account be invested, consists of Permitted Investments. While it is the Pledgor’s obligation to ensure that all property delivered by it to the Securities Account consists of Permitted Investments and the Secured Party has access to statements of the Securities Account to permit it to confirm that the assets in the Securities Account are Permitted Investments, as a supplemental control, the Custodian may, at its sole discretion, block the settlement of property that is non-CDS eligible into the Securities Account (the “Blocking Service”). On each occasion that the Custodian provides the Blocking Service, it shall promptly notify the Secured Party and the Pledgor of any property that has not settled into the Securities Account due to the Blocking Service. The Pledgor and the Secured Party shall not Direct the Custodian to use any part of the Collateral in a securities lending program.
(5) The Custodian shall determine the Market Value of the Collateral at such times as required for purposes of this Agreement, including, without limitation, no less frequently than monthly for the purposes of the monthly declaration required to be filed by the Custodian pursuant to Section 18(1)(j). In determining such Market Values, the Custodian shall use nationally recognized pricing services for property for which such prices are available, and for property for which such prices are not available, the Market Value shall be based on an estimate o...
The Securities Account. Intermediary hereby represents and warrants to Collateral Agents and Customer that (i) the Securities Account has been established in the name of Customer as recited above and is a securities account as defined in Article 8 of the Uniform Commercial Code in effect in the State of New York (the “N.Y. UCC”), for which Customer is the entitlement holder and Intermediary is the securities intermediary under Article 8 of the NY UCC, (ii) the Account Agreement, the security entitlements arising out of the financial assets carried in the Securities Account and any free credit balances are valid and legally binding obligations of Intermediary, and (iii) except for the claims and interest of the Secured Parties and Customer in the Securities Account, Intermediary does not know of any claim to or interest in the Securities Account or in any financial asset carried therein. Intermediary will treat all property held by it in the Securities Account as financial assets under Article 8 of the Uniform Commercial Code as enacted in the State of New York.
The Securities Account. 1.1 Establishment of the Securities Account
1.1.1 Account Number and Name Broker, on behalf of Debtor, has established the Securities Account held by Debtor with Pershing bearing the name(s) and having the account number(s) listed above; as such, all “security entitlements” (such term being used herein as defined in UCC Section 8-102(a)(17)) with respect to financial assets credited to the Securities Account are held by Debtor, as the “entitlement holder” (such term being used herein as defined under UCC Section 8-102(a)(7)).
1.1.2 Status as a Securities Account The Securities Account is a “securities account” (such term being used herein as defined in UCC Section 8-501(a)).
The Securities Account. Broker hereby represents, warrants to and covenants with Creditor that:
(a) Broker has established a securities account No. 220-04025 RC1 (the “Account”), which Account holds as of the date hereof certain uncertificated financial assets for which Customer has fully paid.
(b) In accordance with this Agreement, Broker agrees to register the Account on its books and records with the title “Lighthouse Capital Partners V, L:.P. as Secured Party for the Benefit of Aryx Therapeutics Inc.,” with such abbreviations as may be required to comply with the operating systems maintained by Broker for Customer, but shall not take any further action to reflect the security interest of the Creditor in the Account.
(c) Schedule A hereto is a statement produced by Broker regarding the property credited to the Account as of such statement’s date.
(d) As of the date hereof, Broker has not received notice of any liens, claims or encumbrances with respect to the Account, except with respect to (i) Creditor pursuant to this Agreement and (ii) liens held by Bear Xxxxxxx pursuant to the Customer Agreement, and Broker has not confirmed any interest in the Account to any persons other than Creditor and Bear Xxxxxxx.
(e) The Account is and shall continue to be governed by the terms of the Institutional Account Agreement or other form of customer agreement (“Customer Agreement”) executed by Customer.
The Securities Account. Securities Intermediary hereby represents and warrants to Secured Party and Grantor that (i) the Securities Account has been established in the name of Grantor as recited above, (ii) the Customer Agreement, the security entitlements arising out of the financial assets carried in the Securities Account and any free credit balances are valid and legally binding obligations of Securities Intermediary, and (iii) except for the claims and interest of Secured Party and of Grantor in the Securities Account, Securities Intermediary does not know of any claim to or interest in the Securities Account or in any financial asset carried therein. Securities Intermediary will treat all property held by it in the Securities Account as financial assets under Article 8 of the Uniform Commercial Code of New York (the “State”).
The Securities Account. Client may use Client's Securities Account to purchase and sell securities, including options, on margin or otherwise. Concurrent with the opening of Client's COMMAND Account, Client will choose one of the COMMAND Funds ("Primary Fund") or CMIIA as Client's Primary Investment Vehicle. Free credit cash balances in Client's Securities Account (that is, any cash that may be transferred out of the Securities Account without giving rise to interest charges) of $1 or more will be automatically invested or deposited, on a daily basis, in the Primary Investment Vehicle by means of a purchase order submitted to the Primary Fund or a deposit into CMIIA by PSI, in accordance with the terms of the Primary Fund's prospectus or the CMIIA Client Information Notice. In addition, Client may make manual purchases of shares of another COMMAND Fund ("Secondary Fund") or manual deposits into CMIIA as a Secondary Investment Vehicle. The purchase price for shares of the COMMAND Funds will be the net asset value per share next determined after receipt by a COMMAND Fund of a purchase order. Ordinarily, a purchase order or deposit will not be entered until free credit cash balances or cash in the form of Federal Funds becomes available to PSI. However, in certain situations, PSI may, without charge, advance Federal Funds to the COMMAND Funds or CMIIA on Client's behalf to enable Client to purchase COMMAND Fund shares and earn COMMAND Fund dividends or earn CMIIA interest prior to final collection of checks deposited to Client's Securities Account. It is understood, therefore, that PSI may reasonably withhold access to the redemption proceeds of COMMAND Fund shares purchased with, or CMIIA balances resulting from, funds so advanced until PSI is satisfied that any and all checks deposited to Client's Securities Account have been collected. It is anticipated that the COMMAND Funds will declare dividends daily, as earned, on shares of a COMMAND Fund and will reinvest daily any such dividends in COMMAND Fund shares. Client understands that an investment in shares of the COMMAND Funds is not equivalent to a bank deposit. As with any investment in securities, the value of Client's investment may fluctuate. The shares of beneficial interest of the COMMAND Funds are maintained on the register of the COMMAND Fund. Certificates are not physically issued. Securities in Client's Account are protected by the Securities Investor Protection Corporation and additional similar protection is provided...
The Securities Account. (1) The Securities Intermediary has established the Securities Account for the benefit of the Banks pursuant to this Agreement. The Securities Intermediary has styled the Securities Account to read: "The Chase Manhattan Bank, as Securities Intermediary under the Account Control And Security Agreement, dated as of May 15, 1998, by and among for Nord Resources Corporation, the Overseas Private Investment Corporation, Commonwealth Development Corporation, DEG - Deutsche Investitions Und Entwicklungsgesellschaft Mbh, Export-Import Bank of the United States, and International Finance Corporation, Collateral Account." The Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Banks and notice to the Pledgor. The Securities Intermediary shall maintain the Securities Account and shall not terminate or close the Securities Account without the prior written consent of the Banks and notice to the Pledgor, except as provided in Section 12(f). The Securities Account shall at all times (A) be maintained at an office of the Securities Intermediary located in the State of New York, which office shall be identified on the account statements pertaining to the Securities Account, and (B) be in the exclusive possession of, and under the exclusive dominion and control of, the Securities Intermediary acting pursuant to the terms of this Agreement or otherwise at the direction of the Banks. The Securities Intermediary shall provide to the Banks (1) copies of all account statements, confirmations, and other correspondence relating to the Securities Account that is provided to the Pledgor, (2) a monthly report of all of the financial assets held in, and transactions in connection with, the Securities Account, and (3) any other reports or other correspondence that the Banks, or any of them, may reasonably request.
The Securities Account. Securities Intermediary hereby represents and warrants to Creditor and Entitlement Holder that (i) the Securities Account has been established in the name of Entitlement Holder as recited above, (ii) the Customer Agreement, the security entitlements arising out of the financial assets carried in the Securities Account and any free credit balances are valid and legally binding obligations of Securities Intermediary, and (iii) except for the claims and interest of Creditor and of Entitlement Holder in the Securities Account, Securities Intermediary does not know of any claim to or interest in the Securities Account or in any financial asset carried therein. Securities Intermediary will treat all property held by it in the Securities Account as financial assets under Article 8 of the Uniform Commercial Code of New York (the “State”).
The Securities Account. (a) The Securities Account is a conventional XXXXXX xxxx and/or margin account which can be used to purchase or sell securities.
(b) All orders authorized by me for the purchase or sale of securities and other property, which may be listed on more than one exchange or market, may be executed on any exchange or market selected by you, unless otherwise specifically directed by me.
(c) If you provide recommendations to me, I recognize that these recommendations are merely opinions because such suggestions deal with future developments that cannot be predicted with certainty. You are under no obligation to keep me informed about developments in the market concerning securities, options and commodities, or contracts related thereto, and I will be responsible for remaining informed as to those securities, options, and commodities and contracts related thereto.
(d) When placing with you any order to sell short, I will designate it as such and I hereby authorize you to mark such order as being "short." I understand that your execution of such "short sale" is contingent on your affirmative determination that you have made arrangements to borrow the necessary stock or you have obtained assurances that delivery can be made on the settlement date. When placing with you any sell order for a long position, I will designate it as such and I hereby authorize you to mark such order as being "long." Any sell order which I designate as being for a long position as above provided is for securities then owned by me and, if such securities are not then deliverable by you from my account, the placing of such an order shall constitute a representation by me that I will deliver them forthwith. When placing with you an order to "sell short against the box," I understand that you will borrow the necessary stock to make delivery on the settlement date and that my long position in such stock will be unavailable to me so long as such short position remains open.
(e) I agree that all securities and other property which I own or in which I have an ownership interest, whether owned individually, jointly or in the name of another person or entity, which at any time may be in your possession or control for any purpose, including safekeeping, shall be subject to a continuing security interest, lien and right of set-off for the discharge and satisfaction of any debts or obligations however arising that I may owe at any time and for any reason, to the maximum extent permitted by law. You may h...
