Control by the Administrative Agent Clause Samples
Control by the Administrative Agent. Notwithstanding any other provision of this Agreement, the Administrative Agent will have the right to cause the institution of, and direct the time, method and place of pursuing, any remedy available to the Collateral Custodian or the exercise of any trust, right, remedy or power conferred on the Collateral Custodian, and the Collateral Custodian shall, without delay, implement such direction of the Administrative Agent; provided that such direction does not conflict with any rule of law or with this Agreement and the Collateral Custodian has been provided with indemnity reasonably satisfactory to it.
Control by the Administrative Agent. Prior to a release pursuant to Section 8 hereof, the Shareholder Guarantors shall not have access at any time to the funds or other cash collateral maintained in the Cash Collateral Account (and therefore shall have no ability to make withdrawals, direct transfers, direct trades, close or take any other action with respect to the Cash Collateral Account) and the Administrative Agent shall have sole and exclusive dominion, control and authority over the Cash Collateral Account and the funds and other amounts therein. The rights and interests granted hereunder, and the fact that the Administrative Agent is acting as a depository bank for the Cash Collateral Account, are specifically intended to convey “control” to the Administrative Agent over the Collateral within the meaning of the UCC to the extent such Collateral, or any portion thereof, is now or hereafter deemed a Deposit Account. The rights and interests granted hereunder, and the fact that the Administrative Agent is acting as a securities intermediary for the Cash Collateral Account, are specifically intended to convey “control” to the Administrative Agent over the Collateral within the meaning of the UCC to the extent such Collateral, or any portion thereof, is now or hereafter deemed a Securities Account.
Control by the Administrative Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Grantor or otherwise, the Bank is hereby authorized and directed by the Grantor to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no Commitment by any Secured Party to make further advances, incur obligations or otherwise give value or, if sooner, (ii) the termination of this Agreement in accordance with the terms hereof, the Bank will comply with instructions (within the meaning of Section 8-102(a)(12) of the Uniform Commercial Code) originated by the Administrative Agent directing the disposition of funds from time to time in any Deposit Account or as to any other matters relating to any Deposit Account or any of the other Deposit Account Collateral without further consent by the Grantor (which instructions may include the giving of stop payment orders for any items being presented to a Deposit Account for payment). The Bank is hereby irrevocably authorized by the Grantor to change the designation of the customer on any Deposit Account to the Administrative Agent upon the request of the Administrative Agent, and the Bank shall so change the customer designation promptly upon such request by the Administrative Agent.
(b) In addition, effective upon the receipt by the Bank of written notice from the Administrative Agent that the Administrative Agent is exercising exclusive control over the Deposit Accounts (such notice being referred to as a “Notice of Exclusive Control”), the Bank shall not permit the Grantor or any of its Affiliates to withdraw any amounts from, to draw upon or to otherwise exercise any authority or powers with respect to the Deposit Accounts and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Grantor or any of its Affiliates with respect to the Deposit Accounts, other than those approved in writing by the Administrative Agent or a court of competent jurisdiction, until such notice is rescinded by the Administrative Agent. Until the receipt by the Bank of a Notice of Exclusive Control, the Grantor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts.
(c) Upon receipt of notice from the Administrative Agent from time to time, the Bank shall transfer collected funds from the Deposit] Accounts, at the Grantor’s cost and expense,...
Control by the Administrative Agent. The Pledgor hereby irrevocably agrees that, for so long as this Control Agreement remains in effect, the Administrative Agent shall have exclusive control (within the meaning of Section 8-106 of the UCC) of the Pledged Interests. In furtherance of such agreement, the Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, (i) to comply with any and all instructions (within the meaning of Section 8-102(a)(12) of the UCC) originated by the Administrative Agent regarding any or all of the Pledged Interests without further consent by the Pledgor or any other Person, and (ii) subject to the provisions of Section 2 hereof, (A) not to comply with any instructions regarding any or all of the Pledged Interests originated by any Person other than the Administrative Agent or a court of competent jurisdiction and (B) to distribute as instructed by the Administrative Agent redemptions, dividends, interest, principal, distributions, cash, instruments, property and other payments and distributions from time to time paid, made or distributed with respect to any Pledged Interests. In the case of any conflict between any instruction originated by the Administrative Agent and any instruction originated by any other Person, the Issuer shall comply only with the instruction originated by the Administrative Agent.