Account for delivery of Shares to Issuer:
Notices to [[Organization A:Organization]]:
Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment and the other Loan Documents shall be in form and substance satisfactory to the Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably request.
[Facility Office address, fax number and attention details for notices and account details for payments,]
Details, Proceedings and Documents. All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory to Creditor and Creditor shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to Creditor, as Creditor may from time to time request.
The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 35.2 (Contact Details) are set out in the Schedule.
Each Borrower agrees that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV], in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in [Section 9.1]. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [[Section 2.4(B) or 9.1]1]]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.
Operating Account. From time to time, [[Organization C:Organization]] may provide funds to [[Organization B:Organization]] for deposit to an interest bearing account (the “Operating Account”) in accordance with this [Section 9]. The Operating Account shall be a subaccount of an interest-bearing savings account (the “Omnibus Account”) maintained by [[Organization B:Organization]] as agent for the benefit of [[Organization C:Organization]] and other sellers of mortgage related assets with a bank determined by [[Organization B:Organization]] its sole discretion (the “Depository”). The [[Organization B:Organization]] shall have non-exclusive withdrawal rights from the Operating Account. [[Organization C:Organization]] acknowledges that [[Organization B:Organization]] acts as [[Organization C:Organization]]’s agent for the limited purpose of placing funds with the Depository, and that funds held by [[Organization B:Organization]] as [[Organization C:Organization]]’s agent are not a deposit account or other liability of [[Organization B:Organization]]. [[Organization B:Organization]] shall maintain records of [[Organization C:Organization]]’s interest in the funds maintained in the Omnibus Account. Withdrawals may be paid by wire transfer or any other means chosen by [[Organization B:Organization]] from time to time in its sole discretion.
Simultaneously with the occurrence of Completion of the Project, shall enter into a Lockbox Agreement with a Lockbox Bank selected by and acceptable to . Thereafter, shall maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of (subject to the terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Lockbox Bank shall, at the direction of (which may not be given until the first commencement of a Trigger Period hereunder), establish the Lockbox Account, which Lockbox Account shall be under the sole dominion and control of (subject to the terms hereof and of the Lockbox Agreement); once established, shall maintain the Lockbox Account for the term of the Loan. The Lockbox Account shall have a title evidencing the foregoing in a manner acceptable to . hereby grants to a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of a perfected first priority security interest in the Lockbox Account. hereby authorizes to file Financing Statements and continuations thereof to perfect ’s security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by . All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of . The Lockbox Agreement shall provide (and shall provide) online access to bank and other financial statements relating to the
Deferral Account. Deferral Account means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employees Deferral Amounts and Deferral Incentive credits.
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