US Bank Clause Samples

US Bank. (a) As of the date hereof, U.S. Bank hereby becomes a party to the Participation Agreement, as amended hereby, and makes each of the representations, warranties and covenants of State Street Bank and Trust Company (in its individual capacity) contained in Section 8 of the Participation Agreement, as amended, other than the representations, warranties and covenants set forth in Section 8(m)(i). (b) U.S. Bank represents, warrants and covenants, in its individual capacity, to the Owner, the Guarantor, the Pass Through Trustees, the Subordination Agent and the Liquidity Provider that (i) it is a duly organized national banking association, validly existing and in good standing with the Comptroller of the Currency under the laws of the United States, is a Citizen of the United States (without making use of any voting trust, voting powers agreement or similar arrangement), (ii) it will notify promptly all parties to the Participation Agreement, as amended hereby, if in its reasonable opinion its status as a Citizen of the United States (without making use of any voting trust, voting powers agreement or similar arrangement) is likely to change and will resign as Indenture Trustee as provided in Section 9.01 of the Trust Indenture promptly after it obtains actual knowledge that it has ceased to be such a Citizen of the United States (without making use of a voting trust, voting powers agreement or similar arrangement), and (iii) it has the full power, authority and legal right under the laws of the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Participation Agreement, as amended hereby, the Trust Indenture, as amended, and each other Operative Document to which it is, or is to become, a party and to carry out its obligations under the Participation Agreement, as amended hereby, the Trust Indenture, as amended, each other Operative Document to which it is, or is to become, a party and to authenticate the Series D Secured Certificates.

US Bank. SECTION 1.01. U.S. Bank hereby acknowledges its Succession to the Capacities under the Agreements effective as of the Effective Date and, on and after the Effective Date, agrees to perform all duties and obligations in each of its Capacities under the Agreements pursuant to the terms thereof. SECTION 1.02. U.S. Bank hereby represents and warrants to the Issuer and the Administrator that U.S. Bank is qualified to act in the Capacities under the Agreements. SECTION 1.03. In connection with its Succession to the Capacities under the Agreements, subject to Section 2.06, U.S. Bank hereby accepts and assumes as of the Effective Date the related rights, powers, duties and obligations of Union Bank under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements. SECTION 1.04. U.S. Bank hereby certifies that (a) on the Effective Date specified in Exhibit A, it has received the Collateral Certificate (as defined in the Master Indenture (as defined in Exhibit A)) from Union Bank and, (b) as successor to Union Bank under the Capacities, hereby authorizes the Administrator to file or cause the filing of such financing statements as the Administrator shall deem necessary or desirable in connection with the Succession. The Administrator shall file, or make arrangements for the filing of, any financing statements, financing statement amendments, continuation statements or other instruments the Administrator shall deem necessary or desirable in connection with the Succession. SECTION 1.05. Effective as of the Effective Date, U.S. Bank’s designated Corporate Trust Office for purposes of the Agreements shall be listed on Exhibit C hereto.

US Bank. The Contribution Agreement for the Project commonly known as US Bank is hereby terminated and neither Acquiror nor Contributor shall have any further right, entitlement, obligation or liability under that particular Contribution Agreement.

US Bank. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, The ▇▇▇▇▇ 1affray Companies and ▇▇▇▇▇▇ ▇. ▇▇▇▇ underwritten company Omnicell's software and later Neoforrna, lnc.'s to monitor pricing and fulfillment of products sold throughout the distribution channels of Novation, LLC, Volunteer Hospital Association and University Healthsystem Consortium to enforce the defendant's scheme to artificially inflate prices of hospital supplies. 464. e. Novation. LLC, Neoforma, Inc .• ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Volunteer Hospital Association. ▇▇▇▇ Nonornaque, University Healthsyste m Consortium and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ utilized an electronic reporting arrangement facilitated by Neoforma, Inc. to ▇▇▇▇▇▇ parallel pricing with the competitor GPO Premier and throughout the competing electronic marketplace GHX. LLC to fix prices of hospital supplies. 465. f. (I) Novation. LI.c:. Neoforrna, Inc .. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Volunteer Hospital Association. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, University He althsystem Consortium and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ has contracted. combined. and conspired (2) with a separate economic entity supplier and manufacturers (3) to set the price at which the products are resold (4) in an independent commercial transaction with a subsequent hospital purchasers. Novation, LLC, Neoforma, Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Volunteer Hospital Association, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, University Healthsystem Consorttum, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, US Bancorp, NA, US Bank, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, 466. The competing hospital cooperative purchasing organizations Volunteer Hospital Association and University Healihsystem Consortium funned the joint venture Novation. LLC for the illegal purpose of eliminating competition between the two cooperatives. leveraging their market power established with long term anricornpcritive and exclusive dealing contracts to restrain trade in a larger percentage of the US hospital market. The Defendants used the combinations and conspiracies 10 tic products and lines of products so that hospitals were unable to chose between vendors.

US Bank. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇. broke their contract to provide quarterly escrow account deposits of $350.000.00 Medical Supply had relied upon to capitalize its entry into the market for hospital supplies pursuant to agreements with Novation. LLC. Ncoforma, Inc .. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Volunteer Hospital Association. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , University Heulthsystem Consortium and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to pursuant to agreements with Novation. LLC. Neoforrna, Inc .• ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Volunteer Hospital Association. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, University Healthsystcm Consortium and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to allocate customers among the group purchasing organizations to healthcare technology company and supply chain management companies in which the defendants' cartel had a participatory interest and exclude companies that would not maintain minimum prices.

US Bank. For so long as any Preferred Shares are outstanding, the Company shall keep cash in an amount equal to the sum of the maximum amount of all Dividends and Make-Whole Additional Amounts (each as defined in the Certificate of Designations) payable under the Certificate of Designations deposited in a bank account located in the United States as set forth on Schedule 4(s).

US Bank. Accounts Open or maintain any bank accounts established with non-Lender financial institutions in the United States where the amount held in the aggregate at any time would exceed US$25,000,000, unless the Lenders have received a deposit account control agreement in form and substance satisfactory to the Majority Lenders. For certainty, the US$25,000,000 limit does not apply to funds held in a financial institution that is an “affiliate”, as that term is defined in the Bank Act (Canada), of a Lender, nor does it apply to funds that are temporarily held in escrow at a non-Lender financial institution for the purposes of closing a Permitted Acquisition.

US Bank. SECTION 1.01. U.S. Bank hereby acknowledges its Succession to the Capacities under the Agreements effective as of the Effective Date and, on and after the Effective Date, agrees to perform all duties and obligations in each of its Capacities under the Agreements pursuant to the terms thereof. SECTION 1.02. U.S. Bank hereby represents and warrants to the Transferor and World Financial Network Credit Card Master Trust that U.S. Bank is qualified to act in the Capacities under the Agreements. SECTION 1.03. In connection with its Succession to the Capacities under the Agreements, U.S. Bank hereby accepts and assumes as of the Effective Date the related rights, powers, duties and obligations of Union Bank under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements.

US Bank. 103690303179 Corporate Account