ADMINISTRATION OF THE ACCOUNTS Clause Samples

ADMINISTRATION OF THE ACCOUNTS. (i) The Trustee at all times shall maintain accurate records reflecting each transaction in the Series 2001-A Accounts. Funds held therein shall at all times be held in trust for the benefit of the Series 2001-A Certificateholders. Pursuant to the authority granted to it pursuant to Section 6.1(b) of the Master Trust Agreement, the Servicer hereby instructs the Trustee to make deposits to and transfers from the Series 2001-A Accounts in accordance with the terms and conditions of the Master Trust Agreement and this Supplement. All such instructions from the Servicer to the Trustee shall be in writing; PROVIDED, HOWEVER, that the Servicer is entitled to give instructions to the Trustee by facsimile. (ii) Funds on deposit in the Series 2001-A Certificate Account and the Series 2001-A Reserve Account shall at all times be invested by the Trustee at the written direction of the Servicer in Permitted Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the following Transfer Date. The Qualified Institution(s) which hold(s) the Series 2001-A Certificate Account and the Series 2001-A Reserve Account shall maintain, either on its (their) own or through its (their) nominee or custodian for the benefit of the Series 2001-A Certificateholders, possession of any certificated negotiable instrument or security (other than certificated securities held by a clearing corporation) evidencing the Permitted Investments made with funds in the Series 2001-A Certificate Account or the Series 2001-A Reserve Account, as the case may be, from the time of purchase thereof until the time of maturity. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Series 2001-A Reserve Account shall be deposited by the Trustee into the Series 2001-A Certificate Account on each Transfer Date and applied as Collections in accordance with the priorities of payments set forth in SECTION 4.4 and in accordance with SECTION 4.5. Notwithstanding anything set forth in this SECTION 4.2 to the contrary, the Trustee, acting at the written direction of the Servicer, may not make any Permitted Investment in any certificated security or any instrument unless (i) with respect to any certificated security, the Trustee obtains possession of such certificated security and such certificated security is indorsed in the name of, payable to the order of or specifically indorsed to the Trustee or (ii) with respect to any in...
View SourceView Similar (6)
ADMINISTRATION OF THE ACCOUNTS. A. Sterling shall manage the Account a and perform all billing functions and payment processing for the Accounts. Seller shall cause the proceeds of all Accounts to be paid directly to Sterling. Neither Sterling nor its officers, directors, employees or attorneys shall be liable for any acts taken or omitted to be taken with respect to the management, billing and payment processing of and for the Accounts! or with respect to Seller's interest in the proceeds of Accounts, excepting only gross negligence or willful misconduct. B. Seller shall perform all required collection activity to liquidate the Accounts and enforce its rights and remedies under the various loan document a which comprise the Accounts. In conducting collection activity, Seller shall exercise the same level of care that it would exercise if the Accounts had not been subject to a participation agreement. Seller shall act as principal for itself and as trustee for Sterling solely for purposes of collecting and DISTRIBUTING the sums received by it. C. The parties agree that all proceeds and collections (`Collections") received by Sterling or Seller in respect of the Accounts from all sources, whether before or after the default of any account debtor included therein, or the realization on any collateral security in respect of any Account, shall, be distributed monthly in the following order of priority: (i) to Sterling, to the extent such Collections apply to Accounts included on Exhibit C; (ii) to Seller, to the extent such Collections apply to Accounts not included on Exhibit C.
View Source
ADMINISTRATION OF THE ACCOUNTS. Funds in the Accounts shall, to the ------------------------------ best of the Servicer's and Trustee's ability, at all times be invested in Permitted Investments; provided, however, that the Trustee shall have the sole -------- ------- right to restrict the maturities of any Permitted Investments held in the Accounts in order to ensure that payments may be made on each Payment Date in accordance with Section 7.3 hereof. The Trustee shall maintain or cause to be maintained for the benefit of the Noteholders possession of the negotiable instruments or securities evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until the time of sale or maturity. Subject to the restrictions set forth above, the Servicer shall instruct the Trustee in writing with respect to the investment of funds on deposit in the Accounts. For purposes of determining the availability of Balances in Accounts for withdrawal pursuant to Sections 7.3 and 7.4 of this Agreement, all investment earnings on such funds shall be deemed to be available to Issuer under this Agreement for the uses specified in such sections. The Trustee shall be fully protected in following the investment instructions of the Servicer, and shall have no obligation for keeping the funds fully invested at all times or for making any investments other than in accordance with such written investment instructions. If no investment instructions are received from the Servicer, the Trustee is authorized to invest the funds in Permitted Investments.
View Source
ADMINISTRATION OF THE ACCOUNTS. (a) The Securities Intermediary shall not change the name or account number of any of (i) the Lessor Accounts without the prior written consent of the Disbursement Agent, Lessor and the Agent and (ii) the Lessee Accounts without the prior written consent of the Disbursement Agent, Lessee and the Agent. (b) All securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Accounts be registered in the name of the Agent, the Disbursement Agent, Lessor or Lessee, payable to the order of the Agent, the Disbursement Agent, Lessor or Lessee or specially indorsed to Lessor or Lessee except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (c) Each of the Accounts is a "securities account" as such term is defined in Section 8-501(a) of the UCC." (p) The second sentence of Section 3.01 of the Disbursement and Security Agreement is amended by restating such sentence as follows: "Lessee acknowledges that, except after the Disbursement Agent's receipt of an Agent Release Notice, the Disbursement Agent is the agent solely of the Agent and hereby irrevocably relinquishes to the Disbursement Agent as security agent for the Agent on behalf of the Secured Parties, all right, title and interest which Lessee has in the Lessee Account Collateral, subject to the terms and conditions of this Disbursement Agreement and grants the Disbursement Agent sole dominion and control over such Lessee Account Collateral." (q) Article 14 of the Disbursement and Security Agreement is amended by (i) replacing the words "Disbursement Agent" each time they appear in Section 14.01 with the words "Disbursement Agent and Securities Intermediary", (ii) adding in paragraph (a) of Section 14.01 after the word "sufficiency", the parenthetical phrase "(except with respect to the Securities Intermediary, as provided in Section 8-504 of the UCC)" and (iii) adding the following new Sections 14.02, 14.03, 14.04, 14.05 and 14.06 at the end thereof:
View Source
ADMINISTRATION OF THE ACCOUNTS. Funds on deposit in the Interest Account shall at all times be interest-bearing or, at the Facility Agent's option, invested by the Facility Agent in accordance with the investment instructions of Purchaser and interest and other earnings thereon will be added to funds on deposit in the Interest Account. The Facility Agent shall be fully protected in following the investment instructions of Purchaser, and shall have no obligation to keep the funds fully invested at all times or to make any investments other than in accordance with such written investment instructions.
View Source

Related to ADMINISTRATION OF THE ACCOUNTS

  • Administration of the Bank a. The Committee maintains records of employees participating, receives requests, verifies validity, approves, and communicates actions to members and to the District. b. Decisions will be final and made in writing to the applicant within ten (10) working days of the application to the Committee. c. All requests and actions by the Committee will be confidential. d. The District will keep records and notify the Committee monthly of new members and days remaining in the Bank. e. If the Catastrophic Leave Program is discontinued, the Committee will continue to administer Catastrophic Leave days until the days in the Bank are exhausted. f. In order to protect someone from being charged an extra day when not necessary, the Committee shall set the maximum number of days in the bank after the first year of experience. If the number of days accumulated exceeds the maximum number of days, no contributions will be assessed except for new members wishing to join the bank.

  • Administration of the Agreement The Agreement shall be administered by the Board of Directors of the Company or its delegate (the “Administrator”). Subject to the provisions of the Agreement, the Administrator shall have full and final authority in its discretion to take any action with respect to the Agreement including, without limitation, the authority to (i) determine all matters relating to the payments; (ii) establish, amend and rescind rules and regulations for the administration of the Agreement; and (iii) construe and interpret the Agreement, to interpret rules and regulations for administering the Agreement and to make all other determinations deemed necessary or advisable for administering the Agreement. Except to the extent otherwise required under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Administrator shall have the authority, in its sole discretion, to accelerate the date that any Consultation Payments or Separation Payments which were not otherwise vested or earned shall become vested or earned in whole or in part without any obligation to accelerate such date with respect to any other employee. The Administrator also may in its sole discretion determine that Executive’s rights or payments under the Agreement shall be subject to reduction, cancellation, forfeiture or recoupment due to conduct by Executive that is determined by the Administrator to be detrimental to the business or reputation of the Company, including, without limitation, upon termination of employment for cause; violation of policies of the Company; or breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants that apply to the Executive. In addition to action by meeting in accordance with applicable laws, any action of the Administrator with respect to the Agreement may be taken by a written instrument signed by the Administrator (including, where the Board or a committee serves as the Administrator, by written consent signed by all of the members of the Board, or all of the members of a committee, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called). No individual shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Agreement, and any such individual shall be entitled to indemnification and reimbursement in the manner provided in the Company’s certificate of incorporation and bylaws and/or under applicable law.

  • Administration of the Plan The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: (a) Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) Determine which Employees, directors and Consultants shall be granted Stock Rights; (c) Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate grant date fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash compensation paid to any non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such non-employee director initially joins the Board of Directors. (d) Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend equivalents shall be paid on any Stock Right prior to the vesting of the underlying Shares. (e) Amend any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited by the Plan and (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death of the Participant the Participant’s Survivors. (f) Determine and make any adjustments in the Performance Goals included in any Performance-Based Awards; and (g) Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.

  • Administration of the Trust (a) The Trustee shall administer the Trust Property for the benefit of the Unitholders. In engaging in such activities, the Trustee shall follow or cause to be followed collection procedures in accordance with the terms of the Trust Agreement, the Underlying Securities, the Swap Agreement, the indemnification offered by the Depositor pursuant to Section 10.05(b) and the Guarantee. The duties of the Trustee shall be performed in accordance with applicable local, State and Federal law. (b) Subject to Article X, the Trustee is hereby authorized to perform, and from time to time hereafter, shall perform only those acts which are described in the Trust Agreement as obligations of the Trustee. Notwithstanding the generality of the foregoing, the Trustee is hereby specifically authorized to do the following on behalf of the Trust: to issue the Certificates evidencing Units; to execute and deliver and perform its obligations and exercise its rights under the Swap Agreement; to establish and maintain the Unit Account hereunder; to accept delivery of the Underlying Securities and the Swap Agreement; to pledge the assets of the Trust (including the Underlying Securities) to secure the obligations of the Trust including obligations under the Swap Agreement; to sell the Underlying Securities through the Selling Agent in accordance with Section 9.05; to make Permitted Investments pursuant to Section 3.06; to liquidate the Trust pursuant to Article IX and to make distributions pursuant to Article IV. (c) Notwithstanding anything to the contrary herein, the Trust shall not engage in any business or activities other than receiving the Underlying Securities and any Credit Support or other Trust Property and entering into the Swap Agreement as provided herein, holding the Underlying Securities, the Swap Agreement and any Credit Support (or other Trust Property), issuing Certificates evidencing Units, making Permitted Investments in accordance with Section 3.06 and performing its obligations hereunder and under the Swap Agreement; provided, however, that during its existence the Trust shall not engage in any business or activity which will cause it to be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, or to be or become a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (d) The Trustee shall not sell, assign, pledge or otherwise transfer the Underlying Securities, the Swap Agreement, any Credit Support or other Trust Property, or any interest of the Trust therein, to any Person or Persons, except to a successor trustee as provided in Section 10.07, through the Selling Agent in accordance with Section 9.05, in accordance with Section 10.02(a)(x), as required under any Swap Agreement or as otherwise expressly permitted hereunder. This section shall not be construed to prohibit transfers of the Units. (e) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities in which the Units evidence an interest; provided, however, that the exercise of such powers shall be subject to the provisions of this Section 3.02, Article X and the other provisions hereof. However, neither the Trustee (except as specifically provided herein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of Underlying Securities or Units. (f) Except for actions expressly authorized by the Trust Agreement, the Trustee shall not take actions reasonably likely to (nor fail to take actions, if such failure would be reasonably likely to) (i) impair the interests of the Trust in any Underlying Security, any Credit Support, the Swap Agreement or the Guarantee (or any other Trust Property); (ii) impair the value of any Underlying Security, any Credit Support, the Swap Agreement or the Guarantee (or any other Trust Property); or (iii) alter the classification of a Trust for U.S. federal income tax purposes. (g) Except as expressly provided in the Trust Agreement, the Trustee shall have no power to vary the corpus of the Trust Property including by (i) accepting any substitute obligation or asset for a Underlying Security or any Credit Support, (ii) entering into any amendment or modification of the Swap Agreement or the Underlying Securities, (iii) accepting any substitute guarantee for the Guarantee, (iv) adding any other investment, obligation or security to the Trust Property, (v) withdrawing from the Trust Property any Underlying Securities or Credit Support, (vi) terminating the Swap Agreement except in accordance with its terms or (vii) rejecting or otherwise failing to accept the continuing benefits of the Guarantee.

  • Administration of the Trust Fund 55 Section 4.01.