As to Deposit Accounts. With respect to any Deposit Accounts owned by any Grantor (other than cash and cash equivalents not exceeding $250,000 in the aggregate and accounts the entire balance of which is swept at least once every three business days to an account described below), provided that, notwithstanding such threshold, a Control Agreement shall always cover the Company’s and its Subsidiaries’ main collection account, such Grantor will cause a Control Agreement relating to such Deposit Account to be executed and delivered by such Grantor and the applicable bank in favor of the applicable First Lien Collateral Agent:
(a) with respect to Deposit Accounts maintained on the Issue Date, on the Issue Date; and
(b) with respect to Deposit Accounts established after the Issue Date, at the time such Deposit Account is established.
As to Deposit Accounts. With respect to any Deposit Account owned or held by any Grantor (other than any Deposit Account used solely for payroll, workers compensation or 401(k) or other employee benefits), such Grantor will, promptly following the request of the US Administrative Agent, either (i) cause the depositary bank maintaining such Deposit Account to execute a Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the US Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor, or (2) transfer the funds in such Deposit Account to depositary banks that have or will agree to execute such Control Agreements and close such Deposit Account.
As to Deposit Accounts. Each agrees that all Deposit Accounts (other than Deposit Accounts having balances not exceeding $50,000 individually and Deposit Accounts having balances, in the aggregate, not exceeding $250,000) shall be under the exclusive dominion and control of the Domestic Administrative Agent and no withdrawals therefrom or other activities therein shall be made without the prior written consent and instruction of the Domestic Administrative Agent; provided that unless and until an Event of Default has occurred and is continuing and the Domestic Administrative Agent has given notice thereof to the Parent, each Administrative Agent hereby authorizes each Grantor to make such withdrawals and otherwise conduct activities in its Deposit Accounts. Upon any request by the Domestic Administrative Agent from time to time, each Grantor shall execute and deliver such blocked account and other control agreements and other documents and instruments as the Domestic Administrative Agent may reasonably request in order to further perfect and preserve the security interests granted hereby in all Deposit Accounts.
As to Deposit Accounts. With respect to any Deposit Account owned or held by any Grantor, such Grantor will, following (a) the occurrence and continuance of an Event of Default and (b) the request of the Administrative Agent, either (i) cause the depositary bank maintaining such Deposit Account to execute a Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor, or (ii) transfer the funds in such Deposit Account to depositary banks that have or will agree to execute such Control Agreements and close such Deposit Account.
As to Deposit Accounts. With respect to any Deposit Account owned or held by any Grantor and listed on Schedule 2.1(a)(viii) that is required to be subject to an Account Control Agreement pursuant to the terms of the Credit Agreement, such Grantor will cause the depositary bank maintaining such Deposit Account to execute an Account Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor.
As to Deposit Accounts. (a) With respect to any Deposit Account owned or held by any Grantor that is required to be subject to an Account Control Agreement pursuant to the Credit Agreement or that holds US Available Funds, such Grantor will cause the depositary bank maintaining such Deposit Account to execute an Account Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor; and
(b) With respect to any Deposit Account owned or held by a Grantor not described in Section 4.2(a) above, such Grantor will, following (a) the occurrence and continuance of an Event of Default and (b) the request of the Administrative Agent, either (i) cause the depositary bank maintaining such Deposit Account to execute an Account Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor, or (ii) transfer the funds in such Deposit Account to depositary banks that have or will agree to execute such Account Control Agreements and close such Deposit Account.
As to Deposit Accounts. (a) Subject to, and without limiting the effect of, the Intercreditor Agreement and clause (b) of this Section 4.5, within 30 Business Days of the Issue Date, each Grantor shall maintain each of its deposit accounts (including the Collateral Account) included in the Collateral pursuant to a deposit account control agreement which is in all respects satisfactory to the Perfection Agent and which provides for the Perfection Agent to have "control" (as defined in Section 9-104 of the UCC) and provides, among other things, that (i) until the deposit account bank shall have received written notice from the Perfection Agent pursuant to this clause, the deposit account bank will make all payments from such Deposit Account as specified by such Grantor and, after any such notice, the deposit account bank will make all payments from such Deposit Account to the Perfection Agent for credit to the Collateral Account, (ii) the deposit account bank (if other than the First Priority Agent, a First Priority Lender, the Collateral Agent or the Trustee) waives all set off rights (other than setoff rights for reasonable and customary account service charges and fees and amounts based on items that are dishonored by the payor thereof and returned to the deposit account bank), and (iii) such deposit account agreement may not be amended without the written consent of the Perfection Agent. The Collateral Agent will not give the notice referred to in the preceding clause (a)(i) unless it has given, or is contemporaneously giving, notice pursuant to clause (b) of this Section. In the event that a deposit account bank refuses to enter into a deposit account agreement in accordance with the above listed terms within 30 days of a Grantor's request, the Perfection Agent shall have the right to direct such Grantor to transfer the assets in that deposit account to a bank which will enter into a deposit account agreement in accordance with the above listed terms.
(b) Upon written notice by the Perfection Agent to any Grantor pursuant to this clause, all proceeds of Collateral received by such Grantor, which proceeds are Collateral, shall be delivered in kind to the Perfection Agent for deposit to a deposit account (the "Collateral Account") of such Grantor maintained with the Perfection Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent and the h...
As to Deposit Accounts. For each deposit account that Grantor at any time opens or maintains, Grantor shall, at Bank’s request and option, pursuant to an agreement in form and substance satisfactory to Bank, either (a) cause the depositary bank to comply at any time with instructions from Bank to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of Grantor, or (b) arrange for Bank to become the customer of the depositary bank with respect to the deposit account, with Grantor being permitted, only with the consent of Bank, to exercise rights to withdraw funds from such deposit account. The provisions of this section shall not apply to (i) any deposit account for which Grantor, the depositary bank and Bank have entered into a cash collateral agreement specially negotiated among Grantor, the depositary bank and Bank for the specific purpose set forth therein, (ii) a deposit account for which Bank is the depositary bank and is in automatic control, and (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employees.
As to Deposit Accounts. (1) All certificates and instruments, if any, representing or evidencing the Deposit Account Collateral shall be delivered to and held by or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. The Secured Party shall have the right, at any time in its discretion and without notice to the Debtor, to transfer to or register in the name of the Secured Party or any of its nominees any or all of the Deposit Account Collateral. In addition, the Secured Party shall have the right at any time to exchange any certificates or instruments representing or evidencing any Deposit Account Collateral for certificates or instruments of smaller or larger denominations.
(2) So long as any of the Obligations remains unpaid, the Borrower will observe the agreements set forth below.
a. The Debtor will maintain the deposit accounts set forth on Schedule 1 with the Silicon Valley Bank and Xxxxxx Xxxxxxx & Co., Inc. respectively. The Debtor will not maintain any cash or other deposit accounts with any financial or other institutions other than the deposit accounts set forth on Schedule 1 without the prior written consent of the Secured Party.
b. It shall be a term and condition of the Deposit Accounts, notwithstanding any term or condition to the contrary in any other agreement relating to the Deposit Accounts, that (i) so long as no Default or Event of Default has occurred and is continuing, amounts held in the Deposit Accounts may be withdrawn to or for the account of the Borrower at any time; and (ii) if a Default or an Event of Default occurs and is continuing, no amount (including interest on and other proceeds of the cash and other property held in the Deposit Accounts) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Debtor from any of the Deposit Accounts, except in accordance with the terms of Section 14.
As to Deposit Accounts. (a) With respect to any Deposit Account owned or held by any Grantor that is required to be subject to an Account Control Agreement pursuant to the Credit Agreement, such Grantor will cause the depositary bank maintaining such Deposit Account to execute an Account Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor; and
(b) With respect to any Deposit Account owned or held by a Grantor not described in Section 4.8(a) above, such Grantor will, following (a) the occurrence and continuance of an Event of Default or (b) the request of the Administrative Agent, either (i) cause the depositary bank maintaining such Deposit Account to execute an Account Control Agreement relating to such Deposit Account and the funds therein pursuant to which such depositary bank agrees to comply with the Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor, or (ii) transfer the funds in such Deposit Account to depositary banks that have or will agree to execute such Account Control Agreements and close such Deposit Account.
