Common use of Instructions Upon an Event of Default Clause in Contracts

Instructions Upon an Event of Default. Upon the occurrence and during the continuation of an Event of Default, and until such time as Depositary receives notice from Collateral Agent that such Event of Default no longer exists, without limiting Collateral Agent’s or any other Secured Party’s rights or remedies herein or under any of the Collateral Documents, (i) Collateral Agent shall have the right, but not the obligation, to deliver to Depositary an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) or other directions instructing Depositary to administer the Accounts and disburse funds therefrom, and, upon the exercise of such right, Depositary shall comply with any such entitlement order or other directions from Collateral Agent without the further consent of the Company or any other Person, (ii) Depositary shall not accept any instructions or certificates from the Company with respect to the withdrawal or transfer of amounts in the Accounts or otherwise unless directed to do so by Collateral Agent and (iii) Depositary shall execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies and other instruments as Collateral Agent may reasonably request for the purpose of enabling Collateral Agent (on behalf of the Secured Parties) to exercise any voting or other consensual rights pertaining to the Accounts and the funds and investments therein. The parties hereto agree that until Depositary’s obligations under this Agreement shall terminate in accordance with the terms hereof, Collateral Agent shall have control of each of the Company’s security entitlements with respect to the financial assets credited to the Accounts, the Accounts and all funds in any Accounts. Depositary hereby represents that it has not entered into, and agrees that, until the termination of this Agreement, it will not enter into any agreement with any other Person in respect of any of the Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person.

Instructions Upon an Event of Default. Upon the occurrence and during the continuation of an Event of Default, and until such time as Depositary receives notice from Collateral Administrative Agent that such Event of Default no longer exists, without limiting Administrative Agent’s, Collateral Agent’s or any other Secured Party’s rights or remedies herein or under any of the Collateral Documents, (i) Collateral Agent shall have the right, but not the obligation, to deliver to Depositary an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) or other directions instructing Depositary to administer the Accounts and disburse funds therefrom, and, upon the exercise of such right, Depositary shall comply with any such entitlement order or other directions from Collateral Agent without the further consent of the Company Borrower or any other Person, (ii) Depositary shall not accept any instructions or certificates from the Company Borrower with respect to the withdrawal or transfer of amounts in the Accounts or otherwise unless directed to do so by Collateral Agent and (iii) Depositary shall execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies and other instruments as Collateral Agent may reasonably request for the purpose of enabling Collateral Agent (on behalf of the Secured Parties) to exercise any voting or other consensual rights pertaining to the Accounts and the funds and investments therein. The parties hereto agree that until Depositary’s obligations under this Agreement shall terminate in accordance with the terms hereof, Collateral Agent shall have control of each of the CompanyBorrower’s security entitlements with respect to the financial assets credited to the Accounts, the Accounts and all funds in any Accounts. Depositary hereby represents that it has not entered into, and agrees that, until the termination of this Agreement, it will not enter into any agreement with any other Person in respect of any of the Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person.

Instructions Upon an Event of Default. Upon the occurrence and during the continuation of an Event of Default, and until such time as Depositary receives notice from Collateral Agent that such Event of Default no longer exists, without limiting Collateral Agent’s or any other Secured Party’s rights or remedies herein or under any of the Collateral Documents, , (i) Collateral Agent shall have the right, but not the obligation, to deliver to Depositary an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) or other directions instructing Depositary to administer the Accounts and disburse funds therefrom, and, upon the exercise of such right, Depositary shall comply with any such entitlement order or other directions from Collateral Agent without the further consent of the Company or any other Person, (ii) Depositary shall not accept any instructions or certificates from the Company with respect to the withdrawal or transfer of amounts in the Accounts or otherwise unless directed to do so by Collateral Agent and (iii) Depositary shall execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies and other instruments as Collateral Agent may reasonably request for the purpose of enabling Collateral Agent (on behalf of the Secured Parties) to exercise any voting or other consensual rights pertaining to the Accounts and the funds and investments therein. The parties hereto agree that until Depositary’s obligations under this Agreement shall terminate in accordance with the terms hereof, Collateral Agent shall have control of each of the Company’s security entitlements with respect to the financial assets credited to the Accounts, the Accounts and all funds in any Accounts. Depositary hereby represents that it has not entered into, and agrees that, until the termination of this Agreement, it will not enter into any agreement with any other Person in respect of any of the Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person.

Instructions Upon an Event of Default. Upon the occurrence and during the continuation of an Event of Default, and until such time as Depositary Agent receives notice from Collateral Agent Lender that such Event of Default no longer exists, without limiting Collateral Agent’s or any other Secured PartyLender’s rights or remedies herein or under any of the Collateral Documents, (i) Collateral Agent Lender shall have the right, but not the obligation, to deliver to Depositary Agent an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) order or other directions instructing Depositary Agent with respect to administer the Accounts and disburse and/or the financial assets or funds therefromin the Accounts, including to invest such funds in [money market account], and, upon the exercise of such right, Depositary Agent shall comply with any such entitlement order or other directions from Collateral Agent Lender without the further consent of the Company Borrower or any other Person, (ii) Depositary Agent shall not accept any instructions or certificates from the Company Borrower with respect to the withdrawal or transfer of amounts in the Accounts or otherwise unless directed to do so by Collateral Agent Lender and (iii) Depositary Agent shall execute and deliver (or cause to be executed and delivered) to Collateral Agent Lender all proxies and other instruments as Collateral Agent Lender may reasonably request for the purpose of enabling Collateral Agent (on behalf of the Secured Parties) Lender to exercise any voting or other consensual rights pertaining to the Accounts and the funds and investments therein. The parties hereto agree that until DepositaryDepositary Agent’s obligations under this Agreement shall terminate in accordance with the terms hereof, Collateral Agent Lender shall have control of each of the CompanyBorrower’s security entitlements with respect to the financial assets credited to the Accounts, the Accounts and all funds in any Accounts. Depositary Agent hereby represents that it has not entered into, and agrees that, until the termination of this Agreement, it will not enter into any agreement with any other Person in respect of any of the Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person.