Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of [Section 6.8(b)] hereof.
Collateral Accounts. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to cause to be established and maintained, at its principal office or such other location or locations as it may establish from time to time in its discretion, one or more accounts (collectively, “Collateral Accounts”) for the collection of cash Proceeds of the Collateral. Such Proceeds, when deposited, shall continue to constitute Collateral for the Secured Obligations and shall not constitute payment thereof until applied as herein provided. The Administrative Agent shall have sole dominion and control over all funds deposited in any Collateral Account, and such funds may be withdrawn therefrom only by the Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to apply amounts held in the Collateral Accounts in payment of the Secured Obligations in the manner provided for in [Section 6.2].
Establishment and Maintenance of Collateral Accounts. The Company has appointed, and hereby confirms and ratifies its appointment of, the Securities Intermediary and the Securities Intermediary has established each of the Collection Account, the Permitted Non-USD Currency Accounts, the MV Cure Account, the Unfunded Exposure Account and the Securities Account (collectively, the “Company Collateral Accounts”). The Securities Intermediary agrees to maintain the Company Collateral Accounts as a “securities intermediary” (within the meaning of [[Section 8-102(a)(14)])]] of the UCC), in the name of the Company subject to the lien of the Collateral Agent under this Agreement. In the event any Company Collateral Account is re-characterized as a deposit account, the Securities Intermediary agrees to maintain such Company Collateral Account as a “bank” (within the meaning of [[Section 9-102(a)(8)])]] of the UCC) (in such capacity, the “Bank”), in the name of the Company subject to the lien of the Collateral Agent under this Agreement. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts and deposit accounts for others and in that capacity has established the Company Collateral Accounts. The Securities Intermediary shall have the right to open such subaccounts of any such Company Collateral Account as it deems necessary or appropriate for convenience of administration of this Agreement.
Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with [Section 11.06(c)]. The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
Maintenance of Deferred Accounts. A recordkeeping account shall be established and maintained in the name of each Non-Employee Director. Amounts which are deferred hereunder shall be converted into units (“Units”) based on the Fair Market Value of the Company’s common stock, and such Units (including any fractional Units) shall be credited to the Non-Employee Director’s account. The conversion and crediting of deferrals shall occur as of the date that such deferred amounts would otherwise have been payable to the Non-Employee Director. Dividend equivalents earned on the basis of whole Units previously credited to a Non-Employee Director’s account shall be credited to the Non-Employee Director’s account as Units, including fractional Units, on the date any such dividend has been declared to be payable on Shares. Units, excluding fractional Units, shall earn dividend equivalents from the date such Units are credited to a Non-Employee Director’s account until the date such Units are converted into Shares and distributed. Dividend equivalents shall be computed by multiplying the dividend paid per Share during the period Units are credited to a Non-Employee Director’s account times the number of whole Units so credited, but Units shall earn such dividend equivalents only as, if, and when dividends are declared and paid on Shares.
Maintenance of Capital Accounts. The Company shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the sole discretion of the Board), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company property. Without limiting the foregoing, each Unitholder’s Capital Account shall be adjusted, without duplication:
Collateral Agent in Control of Collateral Accounts. Each of the parties hereto hereby agrees that # each Company Collateral Account shall be deemed to be a “securities account” (within the meaning of [[Section 8-501(a)])]] of the UCC, # all property credited to any Company Collateral Account shall be treated as a financial asset for purposes of [Article 8] of the UCC and # except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Company Collateral Account. Except as provided in [Section 8.01(h)] below, the parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Company Collateral Accounts originated by # the Company (or the Servicer on its behalf), prior to the occurrence and the continuance of an Event of Default or the occurrence of a Market Value Event and # thereafter, the Collateral Agent; and following the occurrence and during the continuance of an Event of Default or following a Market Value Event, the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Company Collateral Account (without further consent by any other Person). The only permitted withdrawals from the Company Collateral Accounts shall be in accordance with the provisions of this Agreement.
Maintenance. Tenant shall maintain its Signage, including the illumination of the same at its sole cost and expense. Landlord may repair or maintain Tenants Signage, at Tenants expense, if Tenant does not maintain its signage after ten days written notice from Landlord.
Jurisdiction; Governing Law of Collateral Accounts. The establishment and maintenance of each Company Collateral Account and all interests, duties and obligations related thereto shall be governed by the law of the State of New York and the “securities intermediary’s jurisdiction” (within the meaning of [[Section 8-110]0]] of the UCC) shall be the State of New York. As permitted by [Article 4] of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto agree that the law of the State of New York shall govern each Company Collateral Account and the issues specified in [Article 2(1)] of the Hague Convention. The provisions of the immediately preceding sentence shall be construed as an amendment to this Agreement and any other account form required by the Securities Intermediary with respect to any Company Collateral Account. Terms used in this [Section 8.01] without definition have the meanings given to them in the UCC.
Ownership of Collateral Accounts; Tax Forms. For the avoidance of doubt, each Company Collateral Account (including income, if any, earned on the investments of funds in such Company Collateral Account) will be owned by the Company (or, if the Company is a disregarded entity for U.S. tax purposes, Parent), for federal income tax purposes. The Company is required to provide to the Securities Intermediary (i)an IRS Form W-9 or appropriate IRS Form W-8 no later than the date of this Agreement, and (ii)any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by Applicable Law or upon the reasonable request of the Securities Intermediary as may be necessary # to reduce or eliminate the imposition of U.S. withholding taxes and # to permit the Securities Intermediary to fulfill its tax reporting obligations under Applicable Law with respect to the Company Collateral Accounts or any amounts paid to the Company. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Company shall timely provide to the Securities Intermediary accurately updated and complete versions of such IRS forms or other documentation. Neither nor (in each of their individual or other capacity) shall have liability to the Company or any other person in connection with any tax withholding amounts paid or withheld from the Company Collateral Accounts pursuant to Applicable Law arising from the Company’s failure to timely provide an accurate, correct and complete IRS Form W-9 or an appropriate IRS Form W-8, as applicable, or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Company Collateral Accounts absent the Securities Intermediary having first received the IRS forms and other documentation required by this paragraph.
Accounts. All existing and future Accounts included in the Collateral are or will be bona fide existing obligations created by the sale and delivery of merchandise or the rendering of services to customers and arose or will arise in the ordinary course of business; and that such Accounts are not and will not be subject to defense, set-off or counterclaim which in the aggregate would materially impair the value of such Accounts as collateral for the Secured Obligations. No Grantor will, without the Bank’s prior written consent, grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with past practice or otherwise in accordance with prudent and reasonable business practices.
Accounts. Each Account is, or at the time it arises, will be: # a bona fide, valid and legally enforceable indebtedness of the account debtor according to its terms, arising out of or in connection with the sale, lease or performance of goods or services by the Grantors or any of them, # subject to no material offsets, discounts, counterclaims, contra accounts or any other defense of any kind and character, other than warranties and discounts customarily given by the Grantors in the ordinary course of business and warranties or refunds provided by applicable Law, and # not evidenced by any chattel paper or other Instrument; or if so, any such chattel paper or other Instrument (other than invoices and related correspondence and supporting documentation) relating to Accounts in excess of in the aggregate at any time shall promptly be duly endorsed to the order of the Administrative Agent and delivered to the Administrative Agent to be held as Collateral hereunder.
Accounts. Unless notified otherwise by the Administrative Agent in accordance with the terms hereof, each Grantor shall endeavor to the extent commercially reasonable to collect its Accounts and all amounts owing to it thereunder in the ordinary course of business and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balances thereof, and in connection therewith shall, if an Event of Default has occurred and is continuing, at the request of the Administrative Agent, take such action as the Administrative Agent may deem necessary or advisable (within applicable Laws) to enforce such collection. Each Grantor shall promptly inform the Administrative Agent of any disputes with any account debtor or obligor and of any claimed offset and counterclaim that may be asserted with respect thereto involving, in each case or in the aggregate, or more, where such Grantor reasonably believes that the likelihood of payment by such account debtor is materially impaired, indicating in detail the reason for the dispute, all claims relating thereto and the amount in controversy.
Accounts. The Committee shall establish and maintain an Account for each Participant that will record the number of Shares and Share Equivalents that have been designated in accordance with the terms of this Plan to satisfy the Minimum Stock Ownership Requirement applicable to such Participant.
Accounts. To facilitate the transfer of funds contemplated by this Agreement, shall establish and maintain at each of the Accounts. All other deposit accounts, certificate of deposit and other similar account of shall be maintained only in accounts at federally insured financial institutions.
Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Each Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:
Collateral. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral (with an aggregate book value in excess of ) purported to be covered thereby, which failure is not remedied within five (5) days after the earlier of # the date on which any Authorized Officer has actual knowledge thereof and # the receipt of written notice from any Agent or the Required Lenders.
Collateral. The repayment of the Indebtedness shall be secured by the following (the items and types of collateral described herein and/or in the Security Instruments being collectively referred to as the "Collateral") pursuant to: a first mortgage/deed of trust lien in and to the Mortgaged Property as more particularly described in one or more mortgages or deeds of trust dated as of the Closing Date (collectively, the "Mortgage"), which such Mortgage covers and encumbers not less than eighty percent (80%) of Borrowers' currently owned producing oil, gas and other leasehold and mineral interests, including without limitation, those situated in the State of North Dakota and Montana. Borrowers shall execute such financing statements, letters in lieu of production forms, assignments, notices and other documents and instruments as shall be necessary or appropriate to perfect the security interests thus created. Borrowers hereby acknowledge that all of the Collateral is granted to the Bank as security for the repayment of all of the Indebtedness. If the Revolver Note is paid in full or satisfied, but any portion of the Indebtedness remains unsatisfied, the Bank may retain its security interest in all of the Collateral until the remaining Indebtedness is paid in full, even if the value of the Collateral far exceeds the amount of Indebtedness outstanding.
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