Common use of Control Covenants Clause in Contracts

Control Covenants. (a) To further secure the prompt payment and performance of all Secured Obligations, such Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account and upon all Investment Property credited to any Securities Account of such Grantor, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Such Grantor shall instruct (and otherwise use its commercially reasonable efforts to cause) (i) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (ii) each Securities Intermediary holding any 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 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”). 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 Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. After the date hereof, all Deposit Accounts (other than Excluded Deposit Accounts) and all Investment Property (other than Excluded Investment Property) will be maintained with the Administrative Agent or with a Controlled Depository or a Controlled Intermediary, as applicable.

Control Covenants. (a) To further secure the prompt payment and performance of all Secured Obligations, such Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account and upon all Investment Property credited to any Securities Account of such Grantor, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Such Each Grantor shall instruct (and otherwise use its commercially reasonable efforts to cause) (i) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (ii) each Securities Intermediary holding any Investment Property (other than Excluded the Investment PropertyProperty subject to the Liens identified on Schedule 7.02 of the Credit Agreement) 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”). 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, (A) may require the applicable Deposit Account and Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicableapplicable or (B) determine that such Deposit Account or Investment Property need not be subject to a control agreement and, with respect to Deposit Accounts, deemed an Excluded Account; provided, that in conjunction with any such determination under this item (B), such Deposit Account or Investment Property shall be subject to an aggregate maximum dollar limitation or balance to be determined by the Administrative Agent at such time. After the date hereofhereof and subject to the provisions of the foregoing sentence, all Deposit Accounts (other than Excluded Deposit Accounts) and all Investment Property (other than Excluded Investment Property) will be maintained with the Administrative Agent or with a Controlled Depository or a Controlled Intermediary, as applicable.

Control Covenants. (a) To further secure the prompt payment and performance of all Secured Obligations, such Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account and upon all Investment Property credited to any Securities Account of such Grantor, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Such Each Grantor shall instruct (instruct, and otherwise use its commercially reasonable efforts to cause) , (i) each depositary bank (other than the Administrative Agent unless requested by the Administrative Agent) holding a Deposit Account (other than Excluded Deposit Accounts) owned by such Grantor and (ii) each Securities Intermediary holding any Investment Property (other than Excluded Investment Property) or a 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 Account, Investment Property or Securities Account, as the case may be, 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 twenty Business Days following any request thereof by the Administrative Agent (or, solely with respect to the Specified Investment Account and the Specified BoA Accounts, within 60 days of the Restatement Effective Date); provided that, notwithstanding the foregoing, no Grantor shall be required to obtain a control agreement with respect to any Specified Deposit Account. In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such control agreementagreement (or otherwise grant or provide the Administrative Agent Control over the relevant Deposit Account, Investment Property or Securities Account in a manner and pursuant to documentation satisfactory to the Administrative Agent), the Administrative Agent, in its sole discretion, may require the applicable Deposit Account and Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. After the date hereofFollowing any such request and except as set forth above, all Deposit Accounts (other than Excluded Deposit Accounts) and all Investment Property (other than Excluded Investment Property) will be maintained with the Administrative Agent or with a Controlled Depository Depositary or a Controlled Intermediary, as applicable.

Control Covenants. (a) To further secure the prompt payment and performance of all Secured Obligations, such Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account and upon all Investment Property credited to any Securities Account of such Grantor, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Such Each Grantor shall instruct (and otherwise use its commercially reasonable efforts efforts) to cause) cause (i) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than Excluded a Deposit AccountsAccount that is not a Material Account) owned by such Grantor and (ii) each Securities Intermediary holding any 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 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”). 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 Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. After the date hereof, all Deposit Accounts (other than Excluded a Deposit AccountsAccount that is not a Material Account) and all Investment Property (other than Excluded Investment Property) will be maintained with the Administrative Agent or with a Controlled Depository or a Controlled Intermediary, as applicable. All costs and expenses incurred in connection with the establishment and maintenance of such Deposit Accounts, Investment Property, control agreements, or transfers of funds or Investment Property therefrom and thereto shall be for the account of the Grantors. So long as no Event of Default shall have occurred and be continuing and the Administrative Agent shall not have delivered notice to the contrary to the applicable Controlled Depositary or Controlled Intermediary, the Grantors shall have the right to collect, withdraw and direct the disposition of funds or Investment Property on deposit in the Deposit Account or Securities Accounts covered by the control agreements in a manner not in violation of the provisions of this Agreement, such control agreements or any of the other Loan Documents; provided, however, that upon the occurrence and during the continuance of an Event of Default and after notice from the Administrative Agent to the applicable Controlled Depository or Controlled Intermediary, the Administrative Agent shall have exclusive dominion and control over all such Deposit Accounts and Investment Property, with the powers and rights granted herein and in the applicable control agreement with respect thereto, and no Grantor shall have any right to collect, withdraw or direct the disposition of funds or Investment Property on deposit in such Deposit Accounts or Securities Accounts or to take any action to effect the same.