Deposit, Commodities and Securities Accounts. Upon the Collateral Agent’s written request, each Grantor shall request that each bank and other financial institution with an account referred to in Schedule IV hereto execute and deliver to the Collateral Agent a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by each Grantor and such bank or financial institution, or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which such institution shall irrevocably agree, inter alia, that (i) it will comply at any time with the instructions originated by the Collateral Agent to such bank or financial institution directing the disposition of cash, Commodity Contracts, securities, Investment Property and other items from time to time credited to such account, without further consent of each Grantor, which instructions the Collateral Agent will not give to such bank or other financial institution in the absence of a continuing Event of Default, (ii) all Commodity Contracts, securities, Investment Property and other items of each Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor of the Collateral Agent, (iii) any right of set off (other than recoupment of standard fees), banker’s Lien or other similar Lien, security interest or encumbrance shall be fully waived as against the Collateral Agent, and (iv) upon receipt of written notice from the Collateral Agent during the continuance of an Event of Default, such bank or financial institution shall immediately send to the Collateral Agent by wire transfer (to such account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all such cash, the value of any Commodity Contracts, securities, Investment Property and other items held by it. Without the prior written consent of the Collateral Agent, each Grantor shall not make or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in Schedule IV hereto. The provisions of this paragraph 5(i) shall not apply to (i) Deposit Accounts for which the Collateral Agent is the depositary and (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of each Grantor’s salaried or hourly employees.
Deposit, Commodities and Securities Accounts. The Company shall cause [____]1 (the “Account Bank”) to execute and deliver to the Collateral Agent (or its designee) a Control Agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the Company and the Account Bank, or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which the Account Bank shall irrevocably agree (unless otherwise agreed to by the Collateral Agent), among other things, that (i) it will comply at all times with the instructions originated by the Collateral Agent (or its designee) to the Account Bank directing the disposition of cash, Commodity Contracts, securities, Investment Property and other items from time to time credited to the Restricted Funds Account without further consent of the Company; provided, for avoidance of doubt, that the Control Agreement in respect of the Restricted Funds Account shall be a “blocked” control agreement subject at all times to the instructions of the Collateral Agent without any consent of the Company (and the Company hereby acknowledges and agrees that it shall not, and shall have no right to, provide instructions to the Account Bank in respect of the Restricted Funds Account) and (ii) the Restricted Funds Account, and all cash, Commodity Contracts, securities, Investment Property and other items of the Company deposited therein, shall be subject to a perfected, first priority security interest in favor of the Collateral Agent (or its designee).
Deposit, Commodities and Securities Accounts. In accordance with Section 8 of the Financing Agreement, each Grantor shall cause each bank and other financial institution with an account referred to in Schedule IV hereto to execute and deliver to the Agent (or its designee) on or prior to the Control Agreement Deadline a Control Agreement, in form and substance satisfactory to the Agent, duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance satisfactory to the Agent, pursuant to which such institution shall irrevocably agree (unless otherwise agreed to by the Agent), among other things, that (i) it will comply at any time with the instructions originated by the Agent (or its designee) to such bank or financial institution directing the disposition of cash, Commodity Contracts, securities, Investment Property and other items from time to time credited to such account, without further consent of such Grantor, which instructions the Agent (or its designee) will not give to such bank or other financial institution in the absence of a continuing Event of Default, (ii) all cash, Commodity Contracts, securities, Investment Property and other items of such Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor of the Agent (or its designee), and (iii) any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance shall be fully waived as against the Agent (or its designee). The provisions of this Section 6(g) shall not apply to any Excluded Accounts.
Deposit, Commodities and Securities Accounts. Subject to the requirements and conditions set forth in Article VIII of the Financing Agreement, each Grantor shall cause each bank and other financial institution with an account referred to in Schedule VII hereto (other than any Excluded Account) to execute and deliver to the Collateral Agent (or its designee) a control agreement, in form and substance reasonably satisfactory to the Origination Agent, duly executed by such Grantor and such bank or financial institution. Subject to the following sentence, without the prior written consent of the Collateral Agent, no Grantor shall make or maintain any Deposit Account, Commodity Account or Securities Account except for (i) the accounts set forth in Schedule VII hereto (as such schedule may be updated from time to time) or (ii) accounts with respect to which the applicable bank or financial institution shall have executed and delivered to the Collateral Agent a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, with respect to such account. The provisions of this Section 6(j) shall not apply to Excluded Accounts (whether now existing or hereafter opened or acquired).
Deposit, Commodities and Securities Accounts. Subject to any exceptions pursuant to Article VIII of the Financing Agreement, each Grantor shall cause each bank and other financial institution with an account referred to in Schedule IV hereto to execute and deliver to the Collateral Agent (or its designee) a control agreement, in form and substance reasonably satisfactory to the Collateral Agent. Subject to the following sentence, without the prior written consent of the Collateral Agent, no Grantor shall make or maintain any Deposit Account, Commodity Account or Securities Account except for (i) the accounts set forth in Schedule IV hereto or (ii) accounts with respect to which the applicable bank or financial institution shall have executed and delivered to the Collateral Agent a control agreement with respect to such account. The provisions of this Section 6(j) shall not apply to (i) Deposit Accounts or Securities Accounts for which the Collateral Agent or the Administrative Agent is the depositary or securities intermediary (provided that, upon request of Administrative Agent, Grantors shall enter into a control agreement with Administrative Agent as depositary bank and with Collateral Agent with respect to any such Deposit Account maintained with Administrative Agent) and (ii) Deposit Accounts not required to be subject to a control agreement pursuant to the definition of “Cash Management Account” and Section 8.01 of the Financing Agreement.
Deposit, Commodities and Securities Accounts. Upon the Collateral Agent’s request and unless otherwise agreed by the Collateral Agent, each Grantor shall cause each bank and other financial institution with an account referred to in Schedule IV hereto (other than Excluded Deposit Accounts) to execute and deliver to the Collateral Agent a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor, the Collateral Agent and such bank or financial institution, or enter into other arrangements in form and substance reasonably satisfactory to the Collateral Agent.
Deposit, Commodities and Securities Accounts. On or prior to the date hereof (subject to the Post-Closing Agreement), each Grantor shall cause each bank and other financial institution with an account referred to in Schedule VII hereto to execute and deliver to the Administrative Agent (or its designee) a Control Agreement, duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance satisfactory to the Administrative Agent. Without the prior written consent of the Administrative Agent, no Grantor shall make or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in Schedule VII hereto. The provisions of this Section 6(j) shall not apply to Excluded Deposit Accounts. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions party to a Control Agreement to send immediately to the Administrative Agent or its designated agent by wire transfer (to such account as the Administrative Agent shall specify, or in such other manner as the Administrative Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Administrative Agent or its designated agent shall (in the sole and absolute discretion of the Administrative Agent) be held as additional Collateral for the Secured Obligations.
Deposit, Commodities and Securities Accounts. Each Grantor shall cause each bank and other financial institution with an account referred to in the Perfection Certificate (other than Excluded Accounts) to execute and deliver to the Collateral Agent (or its designee) a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance reasonably satisfactory to the Collateral Agent. Except as otherwise provided in the Financing Agreement, without the prior written consent of the Collateral Agent, no Grantor shall make or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in the Perfection Certificate.
Deposit, Commodities and Securities Accounts. Without the prior written consent of the Required Lenders, Grantor shall not make or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in Schedule IV hereto.
Deposit, Commodities and Securities Accounts. Each Grantor shall execute and deliver to the Collateral Agent (or its designee) a Control Agreement to the extent required under Article VIII of the Financing Agreement. Without the prior written consent of the Collateral Agent, no Grantor shall make or maintain any Deposit Account, Commodity Account or Securities Account except in compliance with Article VIII of the Financing Agreement. The provisions of this Section 6(j) shall not apply to Excluded Accounts.
