Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a notice of exclusive control, the Borrower, the Servicer and the Trustee (acting at the direction of the Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a notice of exclusive control, such rights shall be exclusively held by the Trustee (acting at the direction of the Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Bank or if in the name of the Borrower or the Trustee, Indorsed to the Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Bank or Indorsed in blank.
Controlled Accounts. (i) Each Grantor who maintains any cash balances shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.
(ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction wa...
Controlled Accounts. The Administrative Agent shall have received evidence satisfactory to it that all Deposit Accounts, Securities Accounts, Commodities Accounts, lockboxes or other similar accounts (other than Excluded Accounts) of the Borrower and each of its Subsidiaries are Controlled Accounts.
Controlled Accounts. (a) On or prior to the date hereof, the Borrower shall cause to be established and maintained, a deposit account at the Collection Account Bank, in the name of the Borrower, designated as the Collection Account, as to which the Collateral Agent has control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Collection Account Control Agreement. The Collection Account Control Agreement shall provide that all funds on deposit in the Collection Account will be remitted to the Disbursement Account on each Business Day.
(b) On or prior to the date hereof, the Borrower shall cause to be established and maintained, a deposit account at the Disbursement Account Bank, in the name of the Borrower, designated as the Disbursement Account, as to which the Collateral Agent has control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Disbursement Account Control Agreement.
(c) All income from amounts on deposit in the Collection Account shall be retained in the Collection Account, until the date on which the funds in the Collection Account are swept to the Disbursement Account in accordance with the Collection Account Control Agreement. All income from amounts on deposit in the Disbursement Account shall be retained in the Disbursement Account, until the next Settlement Date, at which time such income shall be applied, at the direction of the Collateral Agent in accordance with Section 2.10. The Borrower shall treat all income from amounts on deposit in the Disbursement Account as its income for federal, state and local income tax purposes.
(d) Notwithstanding anything to the foregoing, subject to the Facility Availability and to the conditions set forth in Section 2.10(c) and Section 3.3 the Borrower, in accordance with Section 5.13, shall use amounts on deposit in the Disbursement Account to purchase additional Receivables.
Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Collateral Agent on behalf of the Secured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement.
(b) On or prior to the date hereof, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts), in the name of Company and under the sole dominion and control of the Collateral Agent, designated as the “Collection Account” and bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Secured Parties and subject to the Securities Account Control Agreement and (ii) a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated as the “Lockbox Account” as to which the Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.
Controlled Accounts. Borrower hereby agrees with Administrative Agent, as to any Controlled Account into which this Agreement requires Borrower to deposit funds, as follows:
Controlled Accounts. The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Controlled Accounts has been established.
Controlled Accounts. As between the Senior Secured Parties, the Designated Collateral Agent (acting at the written direction of the Designated Senior Representative) shall have the sole right, as among the Collateral Agents, Senior Representatives and Senior Secured Parties, to (i) direct the disposition of funds with respect to each deposit account, securities account or commodities account constituting Shared Collateral and subject to an Account Control Agreement, if any (including the withdrawal of such funds) and (ii) deliver any notice of sole control or similar notice prescribed by any such Account Control Agreement to the relevant depositary bank, securities intermediary or commodity intermediary. Upon any Designated Senior Representative ceasing to be the Designated Senior Representative pursuant to the terms hereof, it shall deliver notice thereof to each depositary bank, securities intermediary and commodity intermediary at which any deposit account, securities account or commodities account constituting Shared Collateral and subject to an Account Control Agreement is held. Each Collateral Agent agrees that, with respect to any Account Control Agreement executed for the benefit of perfecting such Collateral Agent’s security interest in any deposit account, securities account or commodities account constituting Shared Collateral, that such Collateral Agent shall act as bailee and agent for the benefit of each other Senior Secured Party, so as to satisfy the requirements of Section 8-106(d)(2), 9-104(a)(2) or 9-106(b)(2) of the Uniform Commercial Code, solely for the purpose of perfecting the security interest granted in such deposit account, securities account or commodities account pursuant to the applicable Senior Credit Documents.
Controlled Accounts. (i) Each Grantor shall (A) establish and maintain cash management services at one or more of the banks set forth on Schedule 8 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into one or more bank accounts of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.
(ii) Subject to Section 30, each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent, or its sub-agent in accordance with Section 29 hereof, and the applicable Controlled Account Bank granting the Collateral Agent with “control” (as such term is used in Articles 8 and 9 of the Code) over each such Controlled Account.
(iii) So long as no Default or Event of Default has occurred and is continuing, any Grantor may add or replace a Controlled Account Bank or Controlled Account; provided, however, that prior to, or substantially concurrently with, the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Controlled Account Agreement.
(iv) Notwithstanding the foregoing, except during the occurrence and continuance of an Event of Default and then upon request of Collateral Agent, no Control Agreement or Controlled Account Agreement shall be required with respect to any Excluded Account.
Controlled Accounts. Each Loan Party shall establish and maintain at Lender all Cash Management Services, including all deposit accounts (other than the Permitted Xxxxx Cash Account), and to the extent required hereunder or otherwise utilized by Borrowers, lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Lender.
