Control of Pledged Accounts Sample Clauses

Control of Pledged Accounts. Such Grantor agrees that, subject to Section 8(a) or otherwise with the consent of the Administrative Agent in its sole discretion (exercised in good faith), at no time shall it hold any funds or any other assets in any Pledged Account that is not a Controlled Account.
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Control of Pledged Accounts. Each Pledged Account shall be under the sole dominion and control of the Agent and shall be maintained by the Bank in the name of [NAME OF XXXXXX ENTITY]; provided, however, that unless and until notice in writing to the contrary is provided by the Agent, in its sole discretion, to the Bank, the Company shall have the right from time to time to write checks against amounts from the Pledged Accounts and to make transfers and withdrawals of funds from the Pledged Accounts. If so directed in such notice (without the need of any further consent from the Company), all checks received by the Bank on or after the second Banking Day (a day on which the Bank is open to conduct its regular banking business, other than a Saturday, Sunday or public holiday) after the Banking Day on which the Bank receives such notice will be returned unpaid to the presenter marked "REFER TO MAKER". The Bank will comply with any written instructions it receives from the Agent (without any further consent from the Company) to transfer immediately all collected funds then on deposit in any or all Pledged Accounts and to close such Pledged Account(s).
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Control of Pledged Accounts. The Grantor agrees that at no time shall it hold any funds or any other assets in any Pledged Account that is not a Controlled Account.
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Control of Pledged Accounts. (a) In order to give Secured Party control over the Pledged Accounts, as control is defined in the Uniform Commercial Code as adopted in the State of Texas, Bank hereby agrees, as of the Effective Date of a Notice to Bank, to comply with any and all instructions from time to time originated by the Secured Party directing disposition of funds in the Pledged Accounts, without further consent by the Company. The parties hereto agree that (i) such Notice to Bank may include, without limitation, the
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Control of Pledged Accounts. (a) In order to give Secured Party control over the Pledged Accounts, as control is defined in the Uniform Commercial Code as adopted in the State of Texas, Bank hereby agrees, as of the Effective Date of a Notice to Bank, to comply with any and all instructions from time to time originated by the Secured Party directing disposition of funds in the Pledged Accounts, without further consent by the Company or the Borrower. The parties hereto agree that (i) such Notice to Bank may include, without limitation, the giving of stop payment orders and may further include instructions to transfer funds to or for the Secured Party’s benefit; and (ii) Bank shall have no duty to inquire or determine whether the Secured Party is entitled, under any of the Loan Documents, to give any such Notice to Bank. Any such Notice to Bank shall remain effective until further written notice is given by the Secured Party to Bank. Company and Borrower hereby agree that Bank shall be entitled to rely on any Notice to Bank originated by the Secured Party, as set forth in this Section 2, even if (i) such Notice to Bank is contrary to any instructions or demands that the Company may deliver to Bank; and/or (ii) a result of such Notice to Bank is the dishonoring by Bank of items which may be presented for payment. Furthermore, Bank shall have no duty or obligation whatsoever of any kind or character to determine the validity of a Notice to Bank or to take further instructions from the Company, Borrower, or their respective agents after the Effective Date of a Notice to Bank. Company further acknowledges that Bank shall be entitled to rely upon instructions from Secured Party pursuant to the Loan Documents, even though Secured Party’s actions may be based on Borrower’s default under the Loan Documents. For purposes of this Agreement, a “Notice to Bank” shall mean a written notification from Secured Party to Bank that Secured Party is entitled to direct the Bank to cease complying with all instruction originated by the Company or Company’s agents, or to exercise its rights under the Pledge Agreement, including the right to withdraw, transfer, or otherwise control the Pledged Accounts. The “Effective Date” of a Notice to the Bank shall be the beginning of the second Business Day after an officer of Bank at the level of Vice President or above has verified receipt of the Notice to Bank by fax to Secured Party, provided that Bank may, at its option, act on the Notice to Bank at any time after ...
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Control of Pledged Accounts. The Grantor agrees that, subject to Section 8(a), and subject to Section 3.2 of the Revenue Interest Financing Agreement, at no time after the Control Agreement Completion Date shall it hold any funds or any other assets included in the Collateral in any Pledged Account that is not a Controlled Account.
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Related to Control of Pledged Accounts

  • Retention of Pledged Collateral To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

  • Sale of Pledged Collateral Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed postage prepaid to such Pledgor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

  • Certain Sales of Pledged Collateral (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales. (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. (c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

  • Delivery of Pledged Collateral All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by Pledgor.

  • Release of Pledged Collateral The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

  • Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan. (2) Prior to the transfer the Escrow Agent must receive: (a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; (b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and (c) an acknowledgement in the form of Schedule “B” signed by the financial institution. (3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

  • Delivery of Pledged Shares Upon the execution of this Pledge Agreement, Pledgor shall deliver to the Company the certificate(s) representing the Pledged Shares, together with duly executed forms of assignment sufficient to transfer title thereto to the Company.

  • What If I Pledge My Account? If you use (pledge) all or part of your Xxxx XXX as security for a loan, your account may lose its tax-favored status.

  • Deposit Accounts, Securities Accounts and Commodity Accounts Attached hereto as Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Company, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account.

  • Registration of Pledged Collateral Such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Required Secured Parties.

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