General Reserve Account. The Issuer hereby directs and the Indenture Trustee hereby agrees to continue to maintain an account (the “General Reserve Account”) for the benefit of the Noteholders. The General Reserve Account is an Eligible Bank Account initially established at the corporate trust department of the Indenture Trustee, bearing the following designation “BXG Timeshare Trust I, Timeshare Loan-Backed VFN Notes, Series I — General Reserve Account, U.S. Bank National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the General Reserve Account and in all proceeds thereof. The General Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time, the General Reserve Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two Business Days establish a new General Reserve Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new General Reserve Account and from the date such new General Reserve Account is established, it shall be the “General Reserve Account”. Amounts on deposit in the General Reserve Account shall be invested in accordance with Section 3.1 hereof. Deposits to the General Reserve Account shall be made in accordance with Section 3.4 hereof. Withdrawals and payments from the General Reserve Account shall be made in the following manner:
General Reserve Account. (a) Pursuant to Section 4.1, the Indenture Trustee shall establish and maintain a General Reserve Account or Accounts for each Series, each of which shall be an Eligible Account, for the benefit of the Noteholders of such Series. If any such account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days. On or prior to the Issuance Date for each Series, the Issuer shall cause an amount equal to the related General Reserve Required Amount(s) to be deposited into the related General Reserve Account(s). Thereafter, on each Payment Date and Interim Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Payment Account and deposit them into each such General Reserve Account pursuant to, and to the extent required by, Section 4.5(a) and the related Indenture Supplement.
General Reserve Account. An account established for each Series which shall be a segregated non-interest bearing trust account which is an Eligible Account, established and maintained pursuant to Section 4.6, and in the name of the Indenture Trustee in trust for the Noteholders and identified by each relevant Series.
General Reserve Account. In accordance with the terms and provisions of this Section 5 and Section 4.6 of the Base Indenture, the Indenture Trustee shall establish and maintain a General Reserve Account with respect to the Series 2013-VF1 Notes, which shall be an Eligible Account, for the benefit of the Series 2013-VF1 Noteholders.
General Reserve Account. (a) Pursuant to Section 4.1, the Indenture Trustee shall establish and maintain a General Reserve Account, which shall be an Eligible Account, for the benefit of the Noteholders. If any such account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days. On or prior to the Closing Date, the Issuer shall cause an amount equal to the General Reserve Required Amount to be deposited into the General Reserve Account. Thereafter, on each Payment Date and Interim Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Payment Account and deposit them into the General Reserve Account pursuant to, and to the extent required by, Section 4.5(a).
General Reserve Account. One Business Day immediately prior to the day that Transaction Card Services are provided to Merchants hereunder, Company will establish and fund an account (the “General Reserve Account”) at WFB in the minimum amount of [***] (subject to revision pursuant to the Credit Policy). Such obligation may also be satisfied by delivery of a certificate of deposit or letter of credit if approved by WFB. Subject to Section 5.11.2, Company shall maintain such amount (or other amount agreed by both parties) in the General Reserve Account at all times during the term of this Agreement and thereafter as provided in Section 5.11.3. Xxxxx Fargo retains the right to change the amount of such reserve during the term of this Agreement. Xxxxx Fargo may request such reserve upon ten (10) days written notice to Company, except that if Company terminates or significantly limits its business operations, is liquidated, dissolved, enters into receivership, makes an assignment for the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or if there are any proceedings instituted by or against Company in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, then WFB may request the amount of the required balance immediately upon written notice to Company. Notwithstanding the foregoing, the parties agree that the level of the General Reserve as of the Effective Date of this Agreement, which is based on Company’s current profile and WFB’s current underwriting criteria, is sufficient for purposes of WFB’s General Reserve requirement and will continue to be sufficient as long as the business and/or risk profile of Company does not materially change (which determination shall be made by WFB, in its sole discretion, after taking into consideration factors such as type of Merchant or Merchant volume, Company financials, and/or any material changes to policies, procedures, controls and key management personnel). If Company does not agree with the amount of any General Reserve increase requested by Xxxxx Fargo, Company may terminate the Agreement by funding the amount requested and giving written notice to Xxxxx Fargo indicating Company’s intent to terminate no later than thirty (30) days after receiving notice of such request. In the event Company terminates the Agreement for the reasons described in the preceding sentence, (1) Company shall not be obligated to pay any Early Termination penaltie...
General Reserve Account. The Borrower shall not, and shall not permit any of its Subsidiaries to, deposit into the General Reserve Account (as defined in the Merchant Financial Services Agreement) an amount in excess of $25,000,000 in the aggregate during the term of this Agreement; provided, however, that it is understood and agreed that such $25,000,000 limitation shall exclude amounts that are refunded to the Borrower from the General Reserve Account.
General Reserve Account. Borrower shall not fund the General Reserve Account from any amounts on deposit in, or required to be deposited into, the Remittance Account or any Collection Account other than Available Income.
General Reserve Account. There shall be $400,000 in the General Reserve Account on the First Extended Maturity Date.
General Reserve Account. Amounts on deposit in the General Reserve Account shall not be available to the Loan Parties for any purpose, except that to the extent the amounts on deposit in the General Reserve Account exceed the General Reserve Account Required Amount on any Payment Date, then the Administrative Agent may (and, if so instructed by the Borrower in writing, the Administrative Agent shall) instruct the Paying Agent to withdraw such excess amount from the General Reserve Account and deposit such amount into the Remittance Account; provided that the Borrower has substantiated the amount of such excess to the reasonable satisfaction of the Administrative Agent (which, with respect to amounts deposited pursuant to the definition of “Permitted Encumbrances”, shall include the Diligence Agent’s confirmation that the relevant Lien has been released). Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, withdraw all or any portion of the amounts on deposit in the General Reserve Account and apply such funds to pay (i) Obligations or (ii) such costs and expenses related to the management, maintenance, protection or operation of the Properties as the Administrative Agent shall deem appropriate in its sole discretion (or as the Required Lenders may direct). When (x) the Paying Agent has designated a Paying Agent General Reserve Account in a written notice to the Administrative Agent, (y) the Administrative Agent is satisfied that its security interest in the Paying Agent General Reserve Account is duly perfected (including, without limitation, by receiving a satisfactory opinion of Borrower’s counsel to such effect), and (z) the Administrative Agent has so notified the Borrower, Agents and Lenders, the term “General Reserve Account” shall be deemed to include such the Paying Agent General Reserve Account, in addition to the Administrative Agent General Reserve Account. From and after such date: (i) all deposits to the General Reserve Account shall be made to the Paying Agent General Reserve Account; (ii) the Administrative Agent shall transfer all amounts on deposit in the Administrative Agent General Reserve Account to the Paying Agent General Reserve Account; and (iii) at any time after the balance of the Administrative Agent General Reserve Account has been reduced to zero, the Administrative Agent may close the Administrative Agent General Reserve Account. After the Administra...
