Certain Agreements Regarding the Accounts Clause Samples

Certain Agreements Regarding the Accounts. The parties hereto hereby agree that (a) each Account is and will be maintained as a "securities account" (as defined in Section 8-501(a) of the Uniform Commercial Code) by the Securities Intermediary; (b) the Securities Intermediary shall treat the Agent as entitled to exercise the rights that comprise any "financial asset" (as defined in Section 8-102(a)(9) of the Uniform Commercial Code) credited to any of the Accounts without further consent by the Borrower, including without limitation the right to exercise "entitlement orders" (as defined in Section 8-102(a) of the Uniform Commercial Code); (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or other) credited to the Accounts shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the Uniform Commercial Code; (d) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the Uniform Commercial Code) shall be the State of North Carolina; (e) all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of the Securities Intermediary or indorsed to the Securities Intermediary or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of the Borrower, payable to the order of the Borrower or specially indorsed to the Borrower except to the extent that the foregoing have immediately thereafter been specially indorsed by the Borrower to the Securities Intermediary or in blank.
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Certain Agreements Regarding the Accounts. (a) All revenues and receipts of Issuer shall be deposited directly into the Receipt Account in accordance with the terms of Sections 3.1 through 3.3 below. Issuer shall direct every Person making any payments or distributions to Issuer to make all such payments or distributions directly into the Receipt Account and shall not revoke, rescind or otherwise modify any such directions. (b) If Issuer (or any Affiliate of Issuer) receives any such revenues, receipts or distributions other than in the Receipt Account, Issuer shall (or shall cause such Affiliate to) hold such amounts in trust for the benefit of Secured Party and deposit such amounts as soon as reasonably possible, and in any event within three (3) Business Days, into the Receipt Account in the same form as received (with any necessary endorsement). (c) The Issuer shall, and in respect of third parties shall use commercially reasonable efforts to, cause all amounts transferred to the Account Bank to be accompanied by a written direction of such party transferring such amounts specifying in reasonable detail the source of such amounts if other than operating cash flow, and the Collateral Account (including the account number of such Collateral Account) into which such amounts are to be deposited. (d) Certain additional sub-accounts within the Collateral Accounts may be established and created by the Account Bank, upon its receipt of written instructions from Secured Party, or, so long as an Event of Default has not occurred and is continuing, by an authorized officer of the Issuer (and approved in writing by Secured Party) from time to time in accordance with this Annex. The Account Bank may also establish sub-accounts for the purposes set forth in and in accordance with the terms of the Account Control Agreement. All such sub-accounts shall be subject to the terms of this Annex and the Account Control Agreement applicable to the corresponding Collateral Account for such sub-account. (e) Except for the Collateral Accounts and any sub-accounts under this Annex, the Issuer shall not open or maintain or cause to be opened or maintained with any bank or other financial institution any deposit, savings, securities or other account during the term of this Annex. (f) Any deposit made into any Collateral Account shall be irrevocable (except if made as a result of manifest error) and the amount of such deposit plus any investment earnings thereon shall be held by the Account Bank and applied, invested and tr...
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Related to Certain Agreements Regarding the Accounts

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Certain Agreements Related to Deposits Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Certain Agreements on Receivables Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business.