Common use of Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control Clause in Contracts

Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control. The Deposit Account Bank hereby agrees to comply with instructions of the Collateral Agent directing disposition of the funds in the Deposit Account without further consent of the Assignor. Notwithstanding anything to the contrary in the foregoing, until the Deposit Account Bank shall have received from the Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts and give instructions in respect of the Deposit Accounts; provided, however, that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit the Assignor to, without the Collateral Agent’s prior written consent, close any Deposit Account. If upon the occurrence and during the continuance of an Event of Default (as defined in the Pledge Agreement) the Collateral Agent shall give to the Deposit Account Bank a notice of the Collateral Agent’s exclusive control of the Deposit Accounts, which notice states that it is a “Notice of Exclusive Control” (a “Notice of Exclusive Control”), only the Collateral Agent shall be entitled to withdraw funds from the Deposit Accounts, to give any instructions in respect of the Deposit Accounts and any funds held therein or credited thereto or otherwise to deal with the Deposit Accounts.

Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control. The Deposit Account Bank hereby agrees to comply with instructions of the Collateral Agent directing disposition of the funds in the Deposit Account without further consent of the Assignor. Notwithstanding anything to the contrary in the foregoing, until Until the Deposit Account Bank shall have received from the First-Lien Collateral Agent and/or the Second-Lien Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts and give instructions in respect of the Deposit Accounts; provided, however, that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit the Assignor to, without the Collateral Agent’s prior written consent, close any Deposit Account, in any case without the prior written consent of each of the First-Lien Collateral Agent and the Second-Lien Collateral Agent. If upon the occurrence and during First-Lien Collateral Agent or the continuance of an Event of Default (as defined in the Pledge Agreement) the Second-Lien Collateral Agent shall give to the Deposit Account Bank a notice of the First-Lien Collateral Agent’s or the Second-Lien Collateral Agent’s exclusive control of the Deposit Accounts, which notice states that it is a “Notice of Exclusive Control” (a “Notice of Exclusive Control”), only the First-Lien Collateral Agent or the Second-Lien Collateral Agent, as the case may be, shall be entitled to withdraw funds from the Deposit Accounts, to give any instructions in respect of the Deposit Accounts and any funds held therein or credited thereto or otherwise to deal with the Deposit Accounts.

Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control. The Deposit Account Bank hereby agrees to comply with instructions of the Collateral Agent directing disposition of the funds in the Deposit Account without further consent of the Assignor. Notwithstanding anything to the contrary in the foregoing, until the Deposit Account Bank shall have received from the Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts and give instructions in respect of the Deposit Accounts; provided, however, that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit the Assignor to, without the Collateral Agent’s prior written consent, close any Deposit Account. If upon the occurrence and during the continuance of an Event of Default (as defined in the Pledge Agreement) Default, the Collateral Agent shall give to the Deposit Account Bank a notice of the Collateral Agent’s exclusive control of the Deposit Accounts, which notice states that it is a “Notice of Exclusive Control” (a “Notice of Exclusive Control”), only the Collateral Agent shall be entitled to withdraw funds from the Deposit Accounts, to give any instructions in respect of the Deposit Accounts and any funds held therein or credited thereto or otherwise to deal with the Deposit Accounts.

Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control. The Deposit Account Bank hereby agrees to comply with instructions of the Collateral Agent directing disposition of the funds in the Deposit Account without further consent of the Assignor. Notwithstanding anything to the contrary in the foregoing, until (a) Until the Deposit Account Bank shall have received from the Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts Account and give instructions in respect of the Deposit AccountsAccount; provided, however, that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit the Assignor to, without the Collateral Agent’s prior written consent, close any the Deposit AccountAccounts. If upon the occurrence and during the continuance of an Event of Default (as defined in the Pledge Agreement) Default, the Collateral Agent shall give to the Deposit Account Bank a notice of the Collateral Agent’s exclusive control of the Deposit AccountsAccount, which notice states ​ Annex H that it is a “Notice of Exclusive Control” (a “Notice of Exclusive Control”), only the Collateral Agent shall be entitled to withdraw funds from the Deposit Accounts, to give any instructions in respect of the Deposit Accounts Account and any funds held therein or credited thereto or otherwise to deal with the Deposit AccountsAccount (the time period from and after receipt by the Deposit Account Bank of a Notice of Exclusive Control and lasting until such time as the Collateral Agent delivers written notice to the Deposit Account Bank rescinding such Notice of Exclusive Control, the “Exclusive Control Period”).