Clearing Bank. The term ‘‘clearing bank’’ means an uninsured State member bank, or a corporation organized under section 25A of the Federal Reserve Act, which oper- ates, or operates as, a multilateral clearing or- ganization pursuant to section 409 1 of the Fed- eral Deposit Insurance Corporation Improve- ment Act of 1991. (Added Pub. L. 106–554, § 1(a)(5) [title I, § 112(c)(5)(B)], Dec. 21, 2000, 114 Stat. 2763, 2763A–394.) References in Text Section 3 of the Federal Deposit Insurance Act, re- ferred to in par. (2), is classified to section 1813 of Title 12, Banks and Banking.
Clearing Bank. The term ‘‘clearing bank’’ means an uninsured State member bank, or a corporation organized under section 25A of the Federal Reserve Act, which oper- ates, or operates as, a multilateral clearing or- ganization pursuant to section 409 1 of the Fed- eral Deposit Insurance Corporation Improve- ment Act of 1991. (Added Pub. L. 106–554, § 1(a)(5) [title I, § 112(c)(5)(B)], Dec. 21, 2000, 114 Stat. 2763, 2763A–394.) REFERENCES IN TEXT Section 3 of the Federal Deposit Insurance Act, re- ferred to in par. (2), is classified to section 1813 of Title 12, Banks and Banking.
Clearing Bank and Borrower each acknowledges and agrees that the Clearing Account is subject to the sole dominion, control and discretion of Lender and Designee and Borrower shall not have any right to close such account or right of withdrawal with respect to such account. Clearing Bank subordinates, in favor of Lender, any right to offset any claim against Borrower which it might have against the Clearing Account; provided, however, that Clearing Bank retains the right to (a) charge the Clearing Account for any of Clearing Bank’s charges, fees and expenses related to the Clearing Account for which Borrower is responsible and (b) for return deposit items and for adjustments and corrections in respect of transactions in the Clearing Account, including, without limitation, returned checks and other deposits with respect to which the Clearing Bank fails to receive final payment or settlement. If there are insufficient collected funds in the Clearing Account to cover the amount of any returned check or other adjustment or correction to be debited thereto, Borrower shall repay the Clearing Bank the amount of such debit immediately upon demand. This paragraph shall survive termination of this agreement.
Clearing Bank. Manufacturers and Traders Trust Company, New York banking corporation, or such other bank selected by Borrower and approved by Lender in its sole discretion. Code: the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form. Comfort Letter: individually and collectively, each of the seven (7) comfort letters, each dated on or about the date hereof, among Lender, the applicable Franchisor and the applicable Operating Lessee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Clearing Bank the bank selected by Borrower and approved by Lender in its sole discretion at which the Clearing Account is established. Code: the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.
Clearing Bank. LaSalle Bank National Association, or such other Eligible Institution selected by Borrower and reasonably acceptable to Lender. Code: the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form. Control: with respect to any Person, either (i) ownership directly or indirectly, individually or through immediate family members or estate planning trusts controlled by such Person, of 51% or more of all equity interests in such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise. Conversion Date: shall have the meaning ascribed to such term in Section 2.8.2.
Clearing Bank. Clearing Bank hereby agrees to act as a clearing bank for certain Customer Accounts of ________________ ("Company"). These Customer Accounts of Company are being processed by FDMS pursuant to a Service Agreement dated as of _______________, 2004 between FDMS and Company, as amended (the "Service Agreement"). Clearing Bank agrees that FDMS is taking directions in connection with FDMS's data processing services with respect to these Customer Accounts from Company and not from Clearing Bank.
Clearing Bank agrees to discharge its Interchange Settlement obligations to FDMS under this Agreement in full and on first written demand waiving any defense, setoff or right of counterclaim (without prejudice to the ability of Clearing Bank to pursue these independently) and notwithstanding any act or omission or alleged act or omission or any insufficiency or deficiency that there is or has been or that may be alleged in the performance by FDMS of its obligations under this Agreement or otherwise. FDMS agrees, however, that it shall not set off against any payment to be made by it to Clearing Bank or on its behalf pursuant to this Agreement in connection with Interchange Settlement any amount due and payable by Clearing Bank to FDMS (without prejudice to the ability of FDMS to pursue these independently) other than amounts due and payable by Clearing Bank or on its behalf to FDMS pursuant to this Agreement in connection with Interchange Settlement.
Clearing Bank. Manufacturers and Traders Trust Company, New York banking corporation, or such other bank selected by Mortgage Borrower and approved by Lender and Mortgage Lender, in their respective sole discretion. Code: the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.
Clearing Bank. At Closing, Borrower shall establish an account (the “Clearing Account”) at a bank acceptable to Lender in its reasonable discretion (the “Clearing Bank”). In addition, Borrower shall deliver to each Tenant at the Property a Tenant Direction Letter instructing each such Tenant to deliver all Rents due under their respective Leases directly to the Clearing Account. Borrower covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender, Borrower and Clearing Bank shall execute an agreement in form and substance acceptable to Lender in its reasonable discretion (the “Clearing Bank Agreement”) whereby Clearing Bank agrees, among other things, that upon its receipt from Lender of a notice that a Cash Management Trigger has occurred, all funds on deposit in the Clearing Account shall be swept on a daily basis to the Cash Management Account. Prior to the occurrence of a Cash Management Trigger, the Clearing Account shall be under Borrower’s sole dominion and control, provided, however, Lender shall have a first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower shall be responsible for all fees, including fees charged by Clearing Bank, in connection with the Clearing Account.
