Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.
Control of the Deposit Account. If at any time prior to the delivery of the Notice of Termination in the form attached as Exhibit A by the First Lien Collateral Agent (“Notice of Termination of First Lien Obligations”), the Financial Institution shall receive any instructions originated by the First Lien Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. If at any time the Financial Institution shall receive any instructions originated by the Second Lien Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person; provided that, prior to receipt by the Financial Institution of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Financial Institution shall not comply with instructions originated by Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Financial Institution shall comply with instructions from the Debtor directing the disposition of funds in the Deposit Account until such time as the Financial Institution has received a Blocking Notice delivered pursuant to Section 8(a). If the Debtor is otherwise entitled to issue instructions directing the disposition of funds in the Deposit Account and such instructions conflict with any instructions issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Financial Institution of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicable, the Financial Institution shall follow the instructions issued by the applicable Collateral Lien Holder. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Lien Holders in the Deposit Account and hereby acknowledges and consents to such liens.
Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions or directions originated by the First Lien Collateral Agent or the Second Lien Collateral Agent (with, until the First Lien Collateral Agent shall have delivered to the Financial Institution a Notice of Termination, the consent of the First Lien Collateral Agent) directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions or directions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interests of the Collateral Agents in the Deposit Account and hereby acknowledges and consents to such liens. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued by either Collateral Agent, the Financial Institution shall follow the instructions issued by the applicable Collateral Agent. In the event the Financial Institution receives conflicting instructions or directions from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Second Lien Collateral Agent hereby expressly instructs the Financial Institution to follow the instructions or directions issued by the First Lien Collateral Agent.
Control of the Deposit Account. (a) If at any time the Financial Institution shall receive any instructions originated by the Controlling Party directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agents in the Deposit Account and hereby acknowledges and consents to such liens. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Controlling Party, the Financial Institution shall follow the instructions issued by the Controlling Party.
(b) Without limiting or impairing the perfection by control of the security interest of the Second Lien Secured Party at any time prior to the receipt by the Financial Institution of a Controlling Party Notice from the First Lien Secured Party, the parties hereto agree that the Financial Institution shall comply with instructions originated or given to the Financial Institution by the Second Lien Secured Party directing the disposition of funds in the Deposit Account without further consent by the Debtor if and only if (i) such instructions are consented to by the First Lien Secured Party or (ii) the Financial Institution has received a Controlling Party Notice from the First Lien Secured Party.
Control of the Deposit Account. Notwithstanding anything to the contrary contained herein, if at any time upon the occurrence and during the continuance of an Event of Default, the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other Person. The Financial Institution shall comply with instructions from the Debtor directing the disposition of funds in the Deposit Account until such time as the Financial Institution has received a Blocking Notice delivered pursuant to Section 8(a). If the Debtor is otherwise entitled to issue instructions directing the disposition of funds in the Deposit Account and such instructions conflict with any instructions issued by the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.
Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. [The Financial Institution hereby acknowledges that for purposes of Section 9-309 of the Illinois Uniform Commercial Code it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien.]
Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by Agent directing the disposition of funds with respect to the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Company or any other Person. Until such time as Agent notifies Financial Institution otherwise in writing, Financial Institution shall comply with instructions directing the disposition of funds with respect to the Deposit Account originated by Company or its authorized representatives. In the event that any instructions originated by Agent with respect to the Deposit Account conflict with any instructions given by the Company or any other Person with respect thereto, the instructions given by Agent shall control. The Financial Institution hereby acknowledges that it has received notice of the security interest of Agent, on behalf of the Secured Parties, in the Deposit Account and hereby acknowledges and consents to such security interest.
Control of the Deposit Account. Collateral Agent hereby agrees only to deliver a Notice of Sole Control following the occurrence, and during the continuance, of an Event of Default. If at any time after the Delivery of a Notice of Sole Control the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.
Control of the Deposit Account. (a) The Deposit Accounts shall be under the control of the Secured Party. The Secured Party shall at all times have "control" (as defined in Section 9-104 of the Uniform Commercial Code as adopted in the state of Texas) of the Deposit Accounts. The Financial Institution shall comply with instructions originated by the Secured Party directing disposition of funds in the Depository Account without further consent by the Debtor.
(b) Unless the Financial Institution shall have received written notice of a default from the Secured Party (a "Default Notice") that an "event of default" has occurred under the loan documents between the Debtor and the Secured Party (an "Event of Default"), the Debtor shall have full right of access to and withdrawal from the Deposit Accounts.
(c) Subject to paragraph (d) below, from and after the receipt by the Financial Institution of a Default Notice (and until the Financial Institution receives a written withdrawal of such notice), (i) the Secured Party shall have exclusive dominion and control over the Deposit Accounts, (ii) neither the Debtor nor any person acting through or on behalf of the Debtor shall have any right of access to or withdrawal from the Deposit Accounts, and (iii) the Financial Institution shall not comply with any instructions originated by the Debtor or any such person directing disposition of funds in the Deposit Accounts.
(d) Any Default Notice shall be in writing, shall refer to this Agreement and shall include clear and specific instruction with respect to the disposition of funds in the Deposit Accounts. The Financial Institution shall have a period of time, not exceeding [three (3) Business Days] (hereinafter defined) following the date on which the Financial Institution receives a Default Notice to act on such Default Notice. The Financial Institution may rely on a Default Notice notwithstanding any other or conflicting information it may receive from the Debtor. With limiting the foregoing, upon receipt of a Default Notice, the Financial Institution shall have no obligation to determine whether an Event of Default has occurred. As used in this Agreement, the term "Business Day" means any day on which the Financial Institution and the Secured Party are not authorized or required to close.
Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Revolving Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Revolving Collateral Agent agrees that it will not provide instructions directing the disposition of funds in the Deposit Account pursuant to this Section 3 unless an Event of Default (as defined in the Revolving Credit Agreement) has occurred and is continuing. The Financial Institution shall have no duty or right to inquire into whether an Event of Default has occurred, and shall rely solely upon the representations of the Revolving Collateral Agent with respect to any declaration of an Event of Default.
