Controlled Account. (a) The Secured Party may require the Grantor to open and maintain a bank account at a bank and branch approved by the Secured Party on terms that: (1) nominated Officers of the Secured Party must be signatories to the Controlled Account; (2) no withdrawals can be made from the Controlled Account without the signature of one of those Officers; (3) funds may be disposed of from the Controlled Account at the direction of the Secured Party without further consent by the Grantor; and (4) depositing an amount in the Controlled Account will not result in any person coming under a present liability (within the meaning of section 341(3)(d) of the PPSA) to pay: · the Grantor; or · a Related Body Corporate of the Grantor. (b) If the Secured Party is not the Designated Bank, the Grantor must cause the Designated Bank to enter into an agreement between the Designated Bank, the Grantor and the Secured Party in form and substance satisfactory to the Secured Party in which the Designated Bank agrees that: (1) it will comply with and give effect to the terms set out in clause 2.4(a); (2) it has no Encumbrance or other interest in the Controlled Account and it waives all rights of set-off and combination in respect of the Controlled Account; (3) if despite clause 2.4(b)(2) it has any Encumbrance or other interest in the Controlled Account, that Encumbrance or other interest is subordinated in right and priority of payment to the Secured Party's Encumbrance or other interest and will not be exercised without the Secured Party’s consent; and (4) it agrees that the laws specified in clause 12.5(b) will govern the Secured Party’s PPSA Security Interest in the Controlled Account.
Appears in 2 contracts
Samples: General Security Agreement (Discovery Energy Corp.), General Security Agreement (Discovery Energy Corp.)
Controlled Account. (a) The Secured Party may require the Grantor to promptly after being requested to do so by the Secured Party open and maintain a bank account at a bank and branch approved by the Secured Party on terms that:
(1) nominated Officers of the Secured Party must be signatories to the Controlled Account;
(2) no withdrawals can be made from the Controlled Account without the signature of one of those Officers;
(3) funds may be disposed of from the Controlled Account at the direction of the Secured Party without further consent by the Grantor; and
(4) depositing an amount in the Controlled Account will not result in any person coming under a present liability (within the meaning of section 341(3)(d) of the PPSA) to pay: · the Grantor; or
or · a Related Body Corporate Corporation of the Grantor.
(b) If the Secured Party is not the Designated Bank, the Grantor must cause the Designated Bank to enter into an agreement between the Designated Bank, the Grantor and the Secured Party in form and substance satisfactory to the Secured Party in which the Designated Bank agrees that:
(1) it will comply with and give effect to the terms set out in clause 2.4(a5.4(a);
(2) it has no Encumbrance or other interest in the Controlled Account and it waives all rights of set-off and combination in respect of the Controlled Account;; and
(3) if despite clause 2.4(b)(25.4(b)(2) it has any Encumbrance or other interest in the Controlled Account, that Encumbrance or other interest is subordinated in right and priority of payment to the Secured Party's Encumbrance or other interest and will not be exercised without the Secured Party’s consent; and
(4) it agrees that the laws specified in clause 12.5(b) 12.5 will govern the Secured Party’s PPSA Security security Interest in the Controlled Account.
Appears in 2 contracts
Samples: Specific Security Agreement (Shares) (Discovery Energy Corp.), Specific Security Agreement (Shares) (Discovery Energy Corp.)
