Common use of Control by the Collateral Agent Clause in Contracts

Control by the Collateral Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Loan Party or otherwise, the Bank is hereby authorized and directed by the Loan Party to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no commitment by any Finance 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 UCC) originated by the Collateral 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 Loan Party (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 Loan Party to change the designation of the customer on any Deposit Account to the Collateral Agent upon the request of the Collateral Agent, and the Bank shall so change the customer designation promptly upon such request by the Collateral Agent. (a) In addition, effective upon the receipt by the Bank of written notice from the Collateral Agent that the Collateral Agent is exercising exclusive control over the Operating Accounts (such notice being referred to as a “Notice of Exclusive Control”), the Bank shall not permit the Loan Party 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 Operating Accounts and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Loan Party or any of its Affiliates with respect to the Operating Accounts, other than those approved in writing by the Collateral Agent or a court of competent jurisdiction. Until the receipt by the Bank of a Notice of Exclusive Control, the Loan Party shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Operating Accounts. (b) Upon receipt of notice from the Collateral Agent from time to time, the Bank shall transfer collected funds from the Deposit Accounts and the Operating Accounts, at the Loan Party’s cost and expense, by wire transfer or by the ACH method (or other means acceptable to the Collateral Agent) solely to the Collateral Agent’s account, Account No. [INSERT CASH PROCEEDS ACCOUNT NUMBER], Attn: [Agency Services], at the Collateral Agent’s office located at [INSERT COLLATERAL AGENT NOTICE ADDRESS], ABA No. [INSERT CASH PROCEEDS ACCOUNT ABA NUMBER] or otherwise to the order of the Collateral Agent.

Control by the Collateral Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Loan Party or otherwise, the Bank is hereby authorized and directed by the Loan Party to, and the Bank agrees that, until the payment in full of all Finance Obligations (other than contingent indemnification obligations) and until (i) there is no commitment Commitment by any Lender or other Finance Party (as each such term is defined under the Credit Agreement) 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 UCC) originated by of the Collateral 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 Loan Party (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 Loan Party after the occurrence of an Event of Default to change the designation of the customer on any Deposit Account to the Collateral Agent or its designee upon the request of the Collateral Agent, and the Bank shall so change the customer designation promptly upon such request by the Collateral Agent. (ab) In addition, effective upon the receipt by the Bank of written notice from the Collateral Agent that the Collateral Agent is exercising exclusive control over the Operating Deposit Accounts on behalf of itself (such notice being referred to as a “Notice of Exclusive Control”), the Bank shall not permit the Loan Party 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 Operating Deposit Accounts and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Loan Party or any of its Affiliates with respect to the Operating Deposit Accounts, other than those approved in writing by the Collateral Agent or a court of competent jurisdiction, until such notice is rescinded by the Collateral Agent. Until the receipt by the Bank of a Notice of Exclusive Control, the Loan Party shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Operating Deposit Accounts. (bc) Upon receipt of notice from the Collateral Agent from time to time, the Bank shall transfer collected funds from the Deposit Accounts and the Operating Accounts, at the Loan Party’s cost and expense, by wire transfer or by the ACH method (or other means acceptable to the Collateral Agent) solely to the Collateral Agent’s account, Account No. [INSERT CASH PROCEEDS ACCOUNT NUMBER], Attn: [Agency Services], at the Collateral Agent’s office located at [INSERT COLLATERAL AGENT NOTICE ADDRESS], ABA No. [INSERT CASH PROCEEDS ACCOUNT ABA NUMBER] or otherwise to the order of the Collateral Agent.

Control by the Collateral Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Loan Credit Party or otherwise, the Bank is hereby authorized and directed by the Loan Credit Party to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no commitment Commitment by any Finance 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 UCC) originated by the Collateral 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 Loan Credit Party (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 Loan Credit Party to change the designation of the customer on any Deposit Account to the Collateral Agent upon the request of the Collateral Agent, and the Bank shall so change the customer designation promptly upon such request by the Collateral Agent. (ab) In addition, effective upon the receipt by the Bank of written notice from the Collateral Agent that the Collateral Agent is exercising exclusive control over the Operating Deposit Accounts (such notice being referred to as a “Notice of Exclusive Control”), the Bank shall not permit the Loan Credit Party 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 Operating Deposit Accounts and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Loan Credit Party or any of its Affiliates with respect to the Operating Deposit Accounts, other than those approved in writing by the Collateral Agent or a court of competent jurisdiction, until such notice is rescinded by the Collateral Agent. Until the receipt by the Bank of a Notice of Exclusive Control, the Loan Credit Party shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Operating Deposit Accounts. (bc) Upon receipt of notice from the Collateral Agent from time to time, the Bank shall transfer collected funds from the Deposit Accounts and the Operating Accounts, at the Loan Credit Party’s cost and expense, by wire transfer or by the ACH method (or other means acceptable to the Collateral Agent) solely to the Collateral Agent’s account, Account No. [INSERT CASH PROCEEDS ACCOUNT NUMBER], Attn: [Agency Services], at the Collateral Agent’s office located at [INSERT COLLATERAL AGENT NOTICE ADDRESS], ABA No. [INSERT CASH PROCEEDS ACCOUNT ABA NUMBER] Agent or otherwise to the order of the Collateral Agentits order.

Control by the Collateral Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Loan Party or otherwise, the Bank is hereby authorized and directed by the Loan Party to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no commitment by any Finance 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, that the Bank will comply with instructions (within the meaning of Section 8-102(a)(12) of the UCC) originated by the Collateral Agent directing the disposition of funds from time to time in any Deposit the Account or as to any other matters relating to any Deposit the Account or any of the other Deposit Account Collateral without further consent by the Loan Party (which instructions may include the giving of stop payment orders for any items being presented to a Deposit the Account for payment). The Bank is hereby irrevocably authorized by the Loan Party to change the designation of the customer on any Deposit the Account to the Collateral Agent upon the request of the Collateral Agent, and the Bank shall so change the customer designation promptly upon such request by the Collateral Agent. (ab) In addition, effective upon the receipt by the Bank of written notice from the Collateral Agent that the Collateral Agent is exercising exclusive control over the Operating Accounts Account (such notice being referred to as a “Notice of Exclusive Control”"NOTICE OF EXCLUSIVE CONTROL"), the Bank shall not permit the Loan Party 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 Operating Accounts Account and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Loan Party or any of its Affiliates with respect to the Operating AccountsAccount, other than those approved in writing by the Collateral Agent or a court of competent jurisdiction. Until the receipt by the Bank of a Notice of Exclusive Control, the Loan Party shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Operating AccountsAccount. (b) Upon receipt of notice from the Collateral Agent from time to time, the Bank shall transfer collected funds from the Deposit Accounts and the Operating Accounts, at the Loan Party’s cost and expense, by wire transfer or by the ACH method (or other means acceptable to the Collateral Agent) solely to the Collateral Agent’s account, Account No. [INSERT CASH PROCEEDS ACCOUNT NUMBER], Attn: [Agency Services], at the Collateral Agent’s office located at [INSERT COLLATERAL AGENT NOTICE ADDRESS], ABA No. [INSERT CASH PROCEEDS ACCOUNT ABA NUMBER] or otherwise to the order of the Collateral Agent.