Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be deemed to be a "securities account" (within the meaning of Section 8-501(a) of the Uniform Commercial Code in effect in the State of New York (the "UCC")), (2) all property credited to any Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Account. The parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Accounts originated by the Collateral Agent and no other person (and without further consent by any other person); and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Account. The only permitted withdrawals from the Accounts shall be in accordance with the provisions of this Agreement. Furthermore, the parties hereto agree that the Portfolio Manager may, in its sole discretion, but shall not be obligated to, direct the Securities Intermediary and the Collateral Agent to withdraw from the Expense Reserve Account and pay to the Portfolio Manager an amount equal to any and all reasonable costs and expenses incurred on behalf of the Company in connection with its management, administration and collection activities with respect to the Collateral and in compliance with the terms of this Agreement; provided that such amount shall not exceed U.S.$100,000 during any Calculation Period.
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that:
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be deemed to be a “securities account” (within the meaning of Section 8-501 of the UCC in effect in the State of New York), (2) all property credited to any Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Account. The parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Accounts originated by the Collateral Agent and no other person (and without further consent by any other person); and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Account. The only permitted withdrawals from the Accounts shall be in accordance with the provisions of this Agreement.
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be deemed to be a "securities account" (within the meaning of Section 8-501(a) of the Uniform Commercial Code in effect in the State of New York (the "UCC")), (2) all property credited to any Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Account. Subject to the immediately succeeding two sentences, the Securities Intermediary will (i) act on entitlement orders or other instructions with respect to the Accounts originated by the Portfolio Manager on behalf of the Company without the further consent of the Collateral Agent or any other Person and (ii) act on entitlement orders or other instructions with respect to the Accounts originated by the Collateral Agent without the further consent of the Company, the Portfolio Manager or any other Person. In the event of a conflict between an entitlement order or instruction originated by the Collateral Agent and an entitlement order or instruction originated by the Portfolio Manager, the entitlement order originated by the Collateral Agent shall govern. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, following the Securities' Intermediary's receipt of a notice regarding the occurrence and during the continuance of an Event of Default and following the occurrence of any Market Value Event, the Securities Intermediary shall act solely on entitlement orders and other instructions with respect to the Accounts originated by the Collateral Agent without the consent of any other Person and shall not accept any entitlement order or other instruction from the Portfolio Manager. The parties hereto agree that the Collateral Agent, for the benefit of the Secured Parties, shall have control over each Account. The only permitted withdrawals from the Accounts shall be in accordance with the provisions of this Agreement.
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be a “securities account” (within the meaning of Section 8-501(a) of the UCC), (2) all property credited to any Account shall be credited to the respective securities account and shall be treated as a financial asset for purposes of Article 8 of the UCC, (3) the Collateral Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) and (4) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Collateral Account. The parties hereto agree that (x) with respect to the Collateral Accounts, the Securities Intermediary will comply only with entitlement orders or other instructions originated by the Collateral Agent and no other Person (and without further consent by any other Person) and (y) the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Collateral Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement.
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be a "securities account" (within the meaning of Section 8-501(a) of the UCC), (2) each item of property (including any security, investment property or other financial asset or cash) credited to any Account shall be credited to the respective securities account and shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC, (3) the Collateral Agent is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) and (4) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Collateral Account. The parties hereto agree that (x) with respect to the Collateral Accounts, the Securities Intermediary will comply only with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) by the Collateral Agent and no other Person (and without further consent by any other Person) and (y) the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Collateral Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement.
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be deemed to be a “securities account” (within the meaning of Section 8-501(a) of the Uniform Commercial Code in effect in the State of New York (the “UCC”)), (2) all property credited to any Account, including cash, shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Account. The parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Accounts originated by the Collateral Agent and no other person (and without further consent by any other person); and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Account. The only permitted withdrawals from the Accounts shall be in accordance with the provisions of this Agreement. Subject to the Priority of Payment and the other provisions of this Agreement, the Collateral Agent agrees to comply with any instructions of the Company with respect to the Accounts unless a Coverage Event has occurred or an Event of Default shall have occurred and be continuing.
