Common use of Control of Deposit Accounts Clause in Contracts

Control of Deposit Accounts. Except as provided in the following --------------------------- sentence, the Depositary Institution may accept instructions from the Borrower or the respective Subsidiary and perform any and all transactions at its request with respect to any Deposit Account. The Borrower, each Subsidiary Grantor and the Depositary Institution agree with the General Collateral Agent and the Designated Collateral Subagent that upon the Depositary Institution being notified by the General Collateral Agent or the Designated Collateral Subagent that an Event of Default has occurred and is continuing, until such time as the General Collateral Agent or the Designated Collateral Subagent shall have furnished it with a subsequent notice either that such Event of Default has been cured or waived or that the General Collateral Agent no longer asserts an interest in any of the Deposit Accounts, (i) the Depositary Institution shall discontinue accepting requests or demands from or on behalf of the Borrower or any Subsidiary for access to, disposition of or possession of any funds on deposit in any Deposit Account, (ii) the Depositary Institution shall, subject to any duty it may have to follow instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, follow the instructions of the General Collateral Agent or the Designated Collateral Subagent (whether acting individually or jointly) as to the holding, investment, transfer or other disposition of all amounts from time to time on deposit in any Deposit Account, and (iii) the Depositary Institution shall, subject to any duty it may have to follow instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, make the Deposit Accounts available to the General Collateral Agent or the Designated Collateral Subagent at such Person's request, all without further consent from or notice to the Borrower or any Subsidiary Grantor and regardless of any instruction it may receive to the contrary from the Borrower or any Subsidiary Grantor or any other Person. In addition, the Borrower and each Subsidiary Grantor agrees that the Depositary Institution may act as the agent of the General Collateral Agent or the Designated Collateral Subagent in exercising as to any funds from time to time on deposit in the Deposit Accounts any rights of set-off provided by applicable law or by any Loan Document. The Borrower and each Subsidiary Grantor agrees that the Depositary Institution shall be entitled to rely, without independent investigation, on any statement of the General Collateral Agent or the Designated Collateral Subagent to the effect that an Event of Default has occurred and is continuing or to the effect that any exercise of set-off requested by the General Collateral Agent or the Designated Collateral Subagent is permitted under the applicable law or any Loan Document.

Control of Deposit Accounts. Except as provided in the following --------------------------- sentence, the Depositary Institution may accept instructions from the Borrower or the respective Subsidiary Grantor and perform any and all transactions at its request with respect to any Deposit Account. The Borrower, each Subsidiary Grantor and the Depositary Institution agree with the General Priority Collateral Agent and the Designated Collateral Subagent that upon the Depositary Institution being notified delivery by the General Priority Collateral Agent or to the Designated Collateral Subagent Depository Institution of a notice (in the form of Exhibit C hereto) that an Event of --------- Default has occurred and is continuing, until such time as the General Priority Collateral Agent or the Designated Collateral Subagent shall have furnished it with a subsequent notice either that such Event of Default has been cured or waived or that the General Priority Collateral Agent no longer asserts an interest in any of the Deposit Accounts, (i) the Depositary Institution shall discontinue accepting requests or demands from or on behalf of the Borrower or any Subsidiary Grantor for access to, or disposition of or possession of any funds on deposit in any Deposit Account, (ii) the Depositary Institution shall, subject to any duty it may have to shall follow the instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, follow the instructions of the General Collateral Agent or the Designated Collateral Subagent (whether acting individually or jointly) as to the holding, investment, transfer or other disposition of all amounts from time to time on deposit in any Deposit Account, and (iii) the Depositary Institution shall, subject to any duty it may have to follow instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, shall make the Deposit Accounts available to the General Priority Collateral Agent or the Designated Collateral Subagent at such Person's its request, all without further consent from or notice to the Borrower or any Subsidiary Grantor and regardless of any instruction it may receive to the contrary from the Borrower or any Subsidiary Grantor or any other Person. In addition, the Borrower and each Subsidiary Grantor agrees that the Depositary Institution may act as the agent of the General Priority Collateral Agent or the Designated Collateral Subagent in exercising as to any funds from time to time on deposit in the Deposit Accounts any rights of set-off provided by applicable law or by any Loan Document. The Borrower and each Subsidiary Grantor agrees that the Depositary Institution shall be entitled to rely, without independent investigation, on any statement of the General Priority Collateral Agent or the Designated Collateral Subagent to the effect that an Event of Default has occurred and is continuing or to the effect that any exercise of set-off requested by the General Priority Collateral Agent or the Designated Collateral Subagent is permitted under the applicable law or any Loan Document.

Control of Deposit Accounts. Except as provided in the following --------------------------- sentence, the Depositary Institution may accept instructions from the Borrower or the respective Subsidiary Grantor and perform any and all transactions at its request with respect to any Deposit Account. The Borrower, each Subsidiary Grantor and the Depositary Institution agree with the General Priority Collateral Agent and the Designated Collateral Subagent that upon the Depositary Institution being notified by the General Priority Collateral Agent or the Designated Collateral Subagent that an Event of Default has occurred and is continuing, until such time as the General Priority Collateral Agent or the Designated Collateral Subagent shall have furnished it with a subsequent notice either that such Event of Default has been cured or waived or that the General Priority Collateral Agent no longer asserts an interest in any of the Deposit Accounts, (i) the Depositary Institution shall discontinue accepting requests or demands from or on behalf of the Borrower or any Subsidiary Grantor for access to, disposition of or possession of any funds on deposit in any Deposit Account, (ii) the Depositary Institution shall, subject to any duty it may have to shall follow the instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, follow the instructions of the General Collateral Agent or the Designated Collateral Subagent (whether acting individually or jointly) as to the holding, investment, transfer or other disposition of all amounts from time to time on deposit in any Deposit Account, and (iii) the Depositary Institution shall, subject to any duty it may have to follow instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, shall make the Deposit Accounts available to the General Priority Collateral Agent or the Designated Collateral Subagent at such Person's its request, all without further consent from or notice to the Borrower or any Subsidiary Grantor and regardless of any instruction it may receive to the contrary from the Borrower or any Subsidiary Grantor or any other Person. In addition, the Borrower and each Subsidiary Grantor agrees that the Depositary Institution may act as the agent of the General Priority Collateral Agent or the Designated Collateral Subagent in exercising as to any funds from time to time on deposit in the Deposit Accounts any rights of set-off provided by applicable law or by any Loan Document. The Borrower and each Subsidiary Grantor agrees that the Depositary Institution shall be entitled to rely, without independent investigation, on any statement of the General Priority Collateral Agent or the Designated Collateral Subagent to the effect that an Event of Default has occurred and is continuing or to the effect that any exercise of set-off requested by the General Priority Collateral Agent or the Designated Collateral Subagent is permitted under the applicable law or any Loan Document.

Control of Deposit Accounts. Except as provided in the following --------------------------- sentence, the Depositary Institution may accept instructions from the Borrower or the respective Subsidiary Grantor and perform any and all transactions at its request with respect to any Deposit Account. The Borrower, each Subsidiary Grantor and the Depositary Institution agree with the General Collateral Agent and the Designated Collateral Subagent that upon the Depositary Institution being notified delivery by the General Collateral Agent or the Designated Collateral Subagent to the Depository Institution of a notice (in the form of Exhibit C hereto) that an Event of Default has occurred and is continuing, until such time as the General Collateral Agent or the Designated Collateral Subagent shall have furnished it with a subsequent notice either that such Event of Default has been cured or waived or that the General Collateral Agent no longer asserts an interest in any of the Deposit Accounts, (i) the Depositary Institution shall discontinue accepting requests or demands from or on behalf of the Borrower or any Subsidiary Grantor for access to, disposition of or possession of any funds on deposit in any Deposit Account, (ii) the Depositary Institution shall, subject to any duty it may have to follow instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, follow the instructions of the General Collateral Agent or the Designated Collateral Subagent (whether acting individually or jointly) as to the holding, investment, transfer or other disposition of all amounts from time to time on deposit in any Deposit Account, and (iii) the Depositary Institution shall, subject to any duty it may have to follow instructions of the Priority Collateral Agent under the Priority Deposit Account Control Agreement, make the Deposit Accounts available to the General Collateral Agent or the Designated Collateral Subagent at such Person's request, all without further consent from or notice to the Borrower or any Subsidiary Grantor and regardless of any instruction it may receive to the contrary from the Borrower or any Subsidiary Grantor or any other Person. In addition, the Borrower and each Subsidiary Grantor agrees that the Depositary Institution may act as the agent of the General Collateral Agent or the Designated Collateral Subagent in exercising as to any funds from time to time on deposit in the Deposit Accounts any rights of set-off provided by applicable law or by any Loan Document. The Borrower and each Subsidiary Grantor agrees that the Depositary Institution shall be entitled to rely, without independent investigation, on any statement of the General Collateral Agent or the Designated Collateral Subagent to the effect that an Event of Default has occurred and is continuing or to the effect that any exercise of set-off requested by the General Collateral Agent or the Designated Collateral Subagent is permitted under the applicable law or any Loan Document.