Reserve Account/Letter of Credit Sample Clauses

Reserve Account/Letter of Credit. As a specifically bargained for inducement for us to enter into this Agreement with you, we reserve the right at any time to: (i) create a reserve of funds (“Reserve Account”) from settlement amounts or any other amounts payable to you; (ii) require you to pay us the amount needed to fund a Reserve Account during this Agreement and/or pay any additional funds needed to maintain the Reserve Account at all times; and/or (iii) require you to establish an irrevocable standby letter of credit naming a beneficiary we designate (“Letter of Credit”). If we require a Reserve Account and/or Letter of Credit, you will immediately fund the Reserve Account and/or provide the Letter of Credit, and maintain the Reserve Account or renew or replace the Letter of Credit as we instruct. We have complete discretion to determine the amount of any Reserve Account and/or Letter of Credit. You will increase either at any time upon our request. If a Letter of Credit will be cancelled, will not be renewed, or will not be in full force and effect, you will provide a replacement Letter of Credit upon our demand, on or before the date that we determine Any Letter of Credit will be issued by a reputable financial institution, in a format, and with an expiration date acceptable to us. We have the right to use the Reserve Account(s) and/or Letter(s) of Credit to cover amounts due or that might become due to us at any time. Reserve Account funds may be commingled with other funds, and need not be maintained in a separate account designated in your name. Subject to the other terms of this Agreement, we have the right and discretion to retain funds placed into the Reserve Account until you request the funds in writing, and the later of: (a) 270 days has passed following the termination of this Agreement; or (b) 180 days has passed since the last possible chargeback (the later date shall be the “Refund Request Date”). The Reserve Account becomes our property upon our notice to you if you engage in, or are suspected to have engaged in, (aa) illegal business activities; (bb) collusive fraudulent transactions with Cardholders; (cc) laundering or aggregating illegal and/or brand damaging transactions; (dd) establishing your account with us through identity theft; or (ee) any other fraudulent act (each an “Improper Transaction”). You agree that we may retain the entire amount of the Reserve Account as liquidated damages if you engage in an Improper Transaction. You waive any contractual right you...
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Reserve Account/Letter of Credit. Curb, in its sole discretion, may require Merchant to establish a Reserve Account or obtain a letter of Credit to protect Curb’s interests based upon Curb’s estimate of the amount necessary to cover anticipated Chargebacks, fees and other liabilities owed to Curb.
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Reserve Account/Letter of Credit. (a) Subject to Section 4.7(c), the IDB shall not be required at any time to deposit any monies into any Tax-Exempt Debt Service Reserve Account, and the Company shall be entitled from time to time to withdraw monies on deposit in such Tax-Exempt Debt Service Reserve Account, provided that and for so long as one (1) or more Reserve Account Letters of Credit having an Available Amount thereunder equal to the amount of such monies otherwise required to be and not so deposited or the amount of such monies so withdrawn (as the case may be) shall have been delivered to the Trustee, at or prior to such time, for deposit into such Tax-Exempt Debt Service Reserve Account. At the time of any such deposit, the Trustee shall be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon, an Opinion of Counsel to the effect that such Reserve Account Letter of Credit (i) is permitted by this Section 4.7 and has been delivered in accordance with the provisions hereof, (ii) has been duly authorized, executed and delivered by the provider thereof and (iii) constitutes a legal, valid and binding obligation of such provider, enforceable against such provider in accordance with its terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights and remedies generally as such laws would apply in the event of a bankruptcy, insolvency or reorganization of, or other similar occurrence with respect to, such provider and (B) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) or other customary qualifications and limitations. The Company may from time to time, at its discretion, replace or reduce the Available Amount (in whole or in part) under any Reserve Account Letter of Credit on deposit in any Tax-Exempt Debt Service Reserve Account with one (1) or more other Reserve Account Letters of Credit having an Available Amount thereunder, or with monies in an amount, equal to the Available Amount so replaced or reduced.
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Related to Reserve Account/Letter of Credit

  • Security Deposit Letter of Credit As a condition of this Lease, in lieu of a third-party guaranty, Tenant shall, with delivery of the Lease executed by Tenant, deliver to Landlord an unconditional and irrevocable letter of credit, in a form approved by Landlord, from a commercial banking institution which is a member of FDIC with assets of more than $250,000,000.00, approved by Landlord, in the amount of $100,000.00 (“Letter of Credit”) to be held by Landlord as security for the performance by Tenant of all the covenants and obligations of Tenant set forth in this Lease. Tenant shall submit its proposed form of Letter of Credit prior to execution of the Lease for Landlord’s review and approval. Tenant acknowledges and agrees that it shall keep the Letter of Credit in full force and effect throughout the Term of this Lease (and any extension or renewal thereof) and for thirty (30) days following the end thereof. In the event the term of the Letter of Credit must be renewed annually, then not less than thirty (30) days prior to any expiration date of the Letter of Credit (“Renewal Deadline”), Tenant shall provide Landlord with a replacement Letter of Credit or extension amendment. Said Letter of Credit shall contain terms whereby it can be drawn on by Landlord at sight on any date during its term on which issuer shall receive from Landlord a certification signed by Landlord stating that an Event of Default has occurred by Tenant under this Lease or that Tenant has failed to provide a replacement Letter of Credit, as required under the Lease. Tenant acknowledges that the Landlord is the beneficiary of the Letter of Credit and the proceeds thereof are not the property of the Tenant. Landlord shall have the right, but not the obligation, to apply the proceeds against any or all amounts then due and owing by Tenant hereunder and/or against sums expended by Landlord, including attorneys fees. Such actions by Landlord do not negate Tenant’s obligations to pay Rental thereafter. Any balance left of the sum received from drawing on the Letter of Credit, after the curing of defaults and/or the payment of amounts due by Tenant, shall be held by Landlord, as beneficiary, until the earlier of the replacement of the Letter of Credit, as required below, or thirty (30) days following the end of the Term of this Lease (and any extension or renewal thereof). The original Letter of Credit or any portion of the proceeds which are not utilized by Landlord for any purpose permitted under this Lease shall be returned to the issuing banking institution within thirty (30) days after the end of the Term provided Tenant has performed all of the remaining obligations imposed upon Tenant pursuant to this Lease. In the event Landlord shall draw on any Letter of Credit provided by Tenant, Tenant shall replace same no later than thirty (30) days after the date of such drawing and, if same is not replaced, such failure shall constitute an additional Event of Default under the terms of this Lease and Landlord shall have the benefit of all remedies permitted pursuant to the terms of this Lease and the laws of the State where the Premises are located.

  • Facility LC Collateral Account The Borrower agrees that it will, upon the request of the Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent in its Permitted Discretion (the “Facility LC Collateral Account”) at the Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Agent, for the benefit of the Lenders and in which the Borrower shall have no interest other than as set forth in Section 8.1. Nothing in this Section 2.1.2(j) shall either obligate the Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1. The Borrower hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Secured Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of Chase having a maturity not exceeding thirty days.

  • Reserve Account Draw Amount On or before two Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on or before the Payment Date.

  • Reserve Account Property (i) The Reserve Account and all proceeds thereof (other than the Investment Earnings thereon) including all cash, investments, investment property and other amounts held from time to time in the Reserve Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities, Financial Assets or otherwise) and (ii) the Reserve Account Deposit and all proceeds thereof (other than the Investment Earnings thereon).

  • Letter of Credit Facility SECTION 3.1 L/C Commitment. Subject to the terms and conditions (including without limitation Section 4.4) of this Agreement, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.5, agrees to issue standby letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day from the Closing Date to the date which is five (5) Business Days prior to the Revolving Credit Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment less the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000 (other than any Existing Letter of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one (1) year (subject to automatic renewal for additional one (1) year periods under terms and conditions satisfactory to the Issuing Lender and the Administrative Agent), (iv) expire on a date not later than the fifth (5th) Business Day prior to the Revolving Credit Termination Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Each Existing Letter of Credit shall be deemed to be a Letter of Credit issued and outstanding under this Agreement on and after the Second Amendment Effective Date.

  • Issuance of Letter of Credit Upon satisfaction or waiver (in accordance with subsection 10.6) of the conditions set forth in subsection 4.3, the Issuing Lender shall issue the requested Letter of Credit in accordance with the Issuing Lender's standard operating procedures.

  • LC Collateral Account (i) The Administrative Agent is hereby authorized to establish and maintain at the Notice Office, in the name of the Administrative Agent and pursuant to a dominion and control agreement, a restricted deposit account designated “The Lead Borrower LC Collateral Account.” Each Credit Party shall deposit into the LC Collateral Account from time to time the Cash Collateral required to be deposited under Section 2.13(j) hereof.

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