Common use of Assets in Pledged Accounts Clause in Contracts

Assets in Pledged Accounts. Such Grantor agrees that at any time after the occurrence and during the continuance of an Event of Default in respect of which the Administrative Agent has exercised any remedies in respect of any Collateral in any Controlled Account, including without limitation, giving any instruction to a bank, securities intermediary or other Person maintaining a Controlled Account, such Grantor will not, and will not cause or permit any of its agents, representatives or other Persons to withdraw any cash (or, with respect to any Securities Account or Commodity Account, withdraw, transfer, sell, redeem, pledge, rehypothecate or otherwise deliver or dispose of any assets in such account) from any Controlled Account (each an “Account Transaction”) without the prior written consent of the Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, (i) the Administrative Agent shall be entitled to instruct the applicable bank, securities intermediary or other Person maintaining any Controlled Account to not execute any Account Transaction without the prior written consent of the Administrative Agent and (ii) any amounts in any Controlled Account may be withdrawn by the Administrative Agent and applied as provided in Section 8(b). Such Grantor agrees that it will not transfer assets out of any Securities Accounts or Commodity Accounts, or transfer any Securities Accounts or Commodity Accounts to another securities intermediary, unless such Grantor, the Administrative Agent, and the substitute securities intermediary have entered into an Account Control Agreement. No arrangement contemplated hereby or by any Account Control Agreement in respect of any Securities Accounts, Commodity Accounts or other Investment Property shall be modified by such Grantor without the prior written consent of the Administrative Agent (such consent to be exercised in good faith). Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may notify any securities intermediary to liquidate the applicable Securities Accounts and/or Commodity Accounts or any related Investment Property maintained or held thereby and remit the proceeds thereof to an account specified by the Administrative Agent (including any Collateral Account). For the avoidance of doubt, and notwithstanding anything to the contrary in any Account Control Agreement or any other Loan Document, including this Security Agreement, the Administrative Agent shall not exercise any remedies in respect of any Collateral in any Controlled Account, including without limitation, giving any instruction (including any shifting control, or other like, notice) to a bank, securities intermediary or other Person maintaining a Controlled Account, or withdrawing or transferring any funds or assets from a Controlled Account, unless in each case an Event of Default has occurred and is continuing.

Assets in Pledged Accounts. Such Grantor agrees that at any time after the occurrence and during the continuance of an Event of Default in respect of which the Administrative Agent has exercised any remedies in respect of any Collateral in any Controlled Account, including without limitation, giving any instruction to a bank, securities intermediary or other Person maintaining a Controlled Account, such Grantor will not, and will not cause or permit any of its agents, representatives or other Persons to withdraw any cash (or, with respect to any Securities Account or Commodity Account, withdraw, transfer, sell, redeem, pledge, rehypothecate or otherwise deliver or dispose of any assets in such account) from any Controlled Account (each an “Account Transaction”) without the prior written consent of the Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, (i) the Administrative Agent shall be entitled to instruct the applicable bank, securities intermediary or other Person maintaining any Controlled Account to not execute any Account Transaction without the prior written consent of the Administrative Agent and (ii) any amounts in any Controlled Account may be withdrawn by the Administrative Agent and applied as provided in Section 8(b). Such Grantor agrees that it will not transfer assets out of any Securities Accounts or Commodity Accounts, or transfer any Securities Accounts or Commodity Accounts to another securities intermediary, unless such Grantor, the Administrative Agent, and the substitute securities intermediary have entered into an Account Control Agreement. No arrangement contemplated hereby or by any Account Control Agreement in respect of any Securities Accounts, Commodity Accounts or other Investment Property shall be modified by such Grantor without the prior written consent of the Administrative Agent (such consent to be exercised in good faith). Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may notify any securities intermediary to liquidate the applicable Securities Accounts and/or Commodity Accounts or any related Investment Property maintained or held thereby and remit the proceeds thereof to an account specified by the Administrative Agent (including any Collateral Account). For the avoidance of doubt, and notwithstanding anything to the contrary in any Account Control Agreement or any other Loan Document, including this Security Agreement, the Administrative Agent shall not exercise any remedies in respect of any Collateral in any Controlled Account, including without limitation, giving any instruction (including any shifting control, or other like, notice) to a bank, securities intermediary or other Person maintaining a Controlled Account, or withdrawing or transferring any funds or assets from a Controlled Account, unless in each case an Event of Default has occurred and is continuing.. CANADIAN SECURITY AGREEMENT

Assets in Pledged Accounts. Such Grantor agrees that at any time after the occurrence and during the continuance of an Event of Default in respect of which the Administrative Collateral Agent has exercised any remedies in respect of any Collateral in any Controlled Account, including without limitation, giving any instruction to a bank, securities intermediary or other Person maintaining a Controlled Account, such Grantor will not, and will not cause or permit any of its agents, representatives or other Persons to withdraw any cash (or, with respect to any Securities Account or Commodity Account, withdraw, transfer, sell, redeem, pledge, rehypothecate or otherwise deliver or dispose of any assets in such account) from any Controlled Account (each an “Account Transaction”) without the prior written consent of the Administrative Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, (i) the Administrative Collateral Agent shall be entitled to instruct the applicable bank, securities intermediary or other Person maintaining any Controlled Account to not execute any Account Transaction without the prior written consent of the Administrative Collateral Agent and (ii) any amounts in any Controlled Account may be withdrawn by the Administrative Collateral Agent and applied as provided in Section 8(b). Such Grantor agrees that it will not transfer assets out of any Securities Accounts or Commodity Accounts, or transfer any Securities Accounts or Commodity Accounts to another securities intermediary, unless such Grantor, the Administrative Collateral Agent, and the substitute securities intermediary have entered into an Account Control Agreement. No arrangement contemplated hereby or by any Account Control Agreement in respect of any Securities Accounts, Commodity Accounts or other Investment Property shall be modified by such Grantor without the prior written consent of the Administrative Collateral Agent (such consent to be exercised in good faith). Upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent may notify any securities intermediary to liquidate the applicable Securities Accounts and/or Commodity Accounts or any related Investment Property maintained or held thereby and remit the proceeds thereof to an account specified by the Administrative Collateral Agent (including any Collateral Account). For the avoidance of doubt, and notwithstanding anything to the contrary in any Account Control Agreement or any other Loan Document, including this Amended and Restated Security Agreement, the Administrative Collateral Agent shall not exercise any remedies in respect of any Collateral in any Controlled Account, including without limitation, giving any instruction (including any shifting control, or other like, notice) to a bank, securities intermediary or other Person maintaining a Controlled Account, or withdrawing or transferring any funds or assets from a Controlled Account, unless in each case an Event of Default has occurred and is continuing.