Common use of Control Covenants Clause in Contracts

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Grantor shall instruct (and otherwise use its reasonable efforts) to cause (A) each depositary bank (other than the Administrative Agent) holding a Deposit Account owned by such Grantor and (B) each Securities Intermediary holding any Proceeds Investment Property owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request. In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. Following any such request, all Deposit Accounts and Proceeds Investment Property will be maintained with the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Each Grantor shall instruct (and otherwise use its reasonable effortsefforts to cause) to cause (Ai) each depositary bank (other than the Administrative Collateral Agent) holding a Deposit Account owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent Agent, acting as gratuitous bailee of the Collateral Agent) with Control of such Deposit Account or Investment Property, and otherwise in form and substance reasonably satisfactory to the Administrative Collateral Agent (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” ”, and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Collateral Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Administrative Agent or a Controlled Depositary or Controlled IntermediaryAgent, acting as applicable. Following any such request, all Deposit Accounts and Proceeds Investment Property will be maintained with gratuitous bailee of the Administrative Agent Collateral Agent) or a Controlled Depositary or Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Each Grantor shall instruct (and otherwise use its commercially reasonable efforts) to cause (Ai) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent (or, subject to the terms of the Intercreditor Agreement, the Revolving Loan Administrative Agent, as applicable) with Control of such Deposit Account and otherwise in form and substance reasonably satisfactory to the Administrative Agent (or Revolving Loan Administrative Agent, as applicable) (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” ”, and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent (or Revolving Loan Administrative Agent, as applicable), in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent (or, subject to the terms of the Intercreditor Agreement, the Revolving Loan Administrative Agent, as applicable) or a Controlled Depositary or Controlled Intermediary, as applicable. Following any such requestAfter the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and Proceeds all Investment Property will be maintained with the Administrative Agent a Controlled Depository or a Controlled Depositary or Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Each Grantor shall instruct (and otherwise use its commercially reasonable efforts) to cause (Ai) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property (other than Excluded Investment Property) owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” ”, and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. Following any such requestAfter the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and Proceeds all Investment Property will be maintained with the Administrative Agent or with a Controlled Depositary Depository or a Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent Each Grantor shall use commercially reasonable efforts to instruct (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Grantor shall instruct (and otherwise use its reasonable efforts) to cause (A) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account or Investment Property and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” ”, and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. Following any Forty-five (45) days (or such requestother number of days to which the Administrative Agent may agree) after the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and Proceeds all Investment Property will be maintained with the Administrative Agent or with a Controlled Depositary Depository or a Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Each Grantor shall instruct (and otherwise use its commercially reasonable efforts) efforts to cause (Ai) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property (other than the Bank of America Securities Account) owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account or Investment Property and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” ”, and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. Following any such requestAfter the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and Proceeds all Investment Property (other than the Bank of America Securities Account) will be maintained with the Administrative Agent or with a Controlled Depositary Depository or a Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Each Grantor shall instruct (and otherwise use its commercially reasonable efforts) to cause (Ai) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account or Investment Property and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such control agreement, a “Controlled Depositary” ”, and any such Securities Intermediary executing and delivering any such control agreement, a “Controlled Intermediary”) within thirty (30) Business Days of such request). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. Following any such requestAfter the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and Proceeds all Investment Property will be maintained with the Administrative Agent or with a Controlled Depositary Depository or a Controlled Intermediary, as applicable.

Control Covenants. (a) Upon the request of the Administrative Agent (i) at any time with respect to all Material Deposit Accounts and all Proceeds Investment Property and (ii) at any time following the occurrence and during the continuance of an Event of Default with respect to all other Deposit Accounts of the Grantors, each Each Grantor shall instruct (and otherwise use its commercially reasonable efforts) to cause (Ai) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (Bii) each Securities Intermediary holding any Proceeds Investment Property (other than Excluded Investment Property) owned by such Grantor, to execute and deliver a control agreement, sufficient to provide the Administrative Agent with Control of such Deposit Account and otherwise in form and substance reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such control agreement, a “"Controlled Depositary” ", and any such Securities Intermediary executing and delivering any such control agreement, a “"Controlled Intermediary”) within thirty (30) Business Days of such request"). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreement, the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Proceeds Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. Following any such requestAfter the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and Proceeds all Investment Property will be maintained with the Administrative Agent or with a Controlled Depositary Depository or a Controlled Intermediary, as applicable.