Maintaining the Account Collateral. So long as any Loan or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement shall be in effect or any Lender Party shall have any Commitment:
(a) If a Specified Default shall have occurred and be continuing and the Administrative Agent shall have so requested, within forty-five (45) days after any such request, each Grantor shall (i) cause each bank with whom a Deposit Account is maintained to agree in a record authenticated by the Grantor, the Administrative Agent and such bank (a “Pledged Account Bank”), to comply with instructions originated by the Administrative Agent directing the disposition of funds in any Account Collateral without the further consent of the Grantor; provided that such instructions (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default shall no longer be continuing and (ii) waive or subordinate in favor of the Administrative Agent all claims of the Pledged Account Bank (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment to the extent set forth in Exhibit D hereto) to Account Collateral, which authenticated record shall be substantially in the form of Exhibit D hereto, or shall otherwise be in form and substance satisfactory to the Administrative Agent (the “Account Control Agreement”) or (ii) instruct all account debtors to make all payments to one or more other Pledged Account Banks by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such Pledged Account Bank under a lockbox agreement duly executed by the Grantor and such Pledged Account Bank, in form and substance satisfactory to the Administrative Agent. Thereafter, each Grantor will maintain all Account Collateral only with the Administrative Agent or Pledged Account Banks unless such Specified Default shall no longer be continuing.
(b) If a Specified Default shall have occurred and be continuing and the Administrative Agent shall have so requested, within ten (10 Business Days after any such request, each Grantor will (i) immediately instruct each Person (including any Governmental Party to the extent that a Trigger Event has occurred) obligated at any time to make any payment to such Grantor for any reason (an “Obligor”) to make such payment to the Collateral Account or, if permitted by the Administra...
Maintaining the Account Collateral. So long as any Loan or any other payment obligation of any Loan Party of which the Company has notice under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender shall have any Commitment:
(a) Each Grantor will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, enter into an agreement with the financial institution holding the Pledged Account pursuant to which such financial institution shall agree with such Grantor and the Agent to, upon notice from the Agent upon the occurrence and during the continuance of an Event of Default, comply with instructions originated by the Agent directing the disposition of funds in such deposit account without the further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (a “Deposit Account Control Agreement”), and, upon the occurrence and during the continuance of an Event of Default, instruct each Person obligated at any time to make any payment to such Grantor for any reason (an “Obligor”) to make such payment to such a Deposit Account or the L/C Cash Deposit Account.
(b) The Agent may, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, at any time and without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Deposit Accounts or the L/C Cash Deposit Account to satisfy the Grantor’s obligations under the Loan Documents if an Event of Default shall have occurred and be continuing. As soon as reasonably practicable after any such transfer, the Agent agrees to give written notice thereof to the applicable Grantor.
Maintaining the Account Collateral. In the case of the Borrower and CEI, prior to the Termination Date with respect to the Borrower or CEI, as applicable:
(a) Each of the Borrower and CEI will maintain all of its Account Collateral with the Collateral Agent or with banks (the “Pledged Account Banks”) that have agreed, in a record authenticated by the Borrower or CEI, as applicable, the Collateral Agent and the Pledged Account Banks, to (i) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Account Collateral without the further consent of such Grantor and (ii) waive or subordinate in favor of the Collateral Agent all claims of the Pledged Account Bank (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment but subject to such exceptions as may be agreed) to the Account Collateral, which authenticated record shall be substantially in the form of Exhibit B hereto, or shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent (the “Account Control Agreement”).
(b) Each of the Borrower and CEI agrees that it will not (i) open or maintain any deposit account other than those listed on Schedule IV hereto or (ii) close any of the deposit accounts listed on Schedule IV hereto.
(c) Upon the occurrence and during the continuation of any Event of Default, the Collateral Agent shall have the right to originate a Notice of Exclusive Control (as such term is defined in the applicable Account Control Agreement) with respect to any Deposit Account and thereafter shall have the sole and exclusive right to direct the disposition of funds with respect to the applicable Deposit Accounts until the Collateral Agent rescinds such Notice of Exclusive Control.
Maintaining the Account Collateral. So long as the Secured Obligations remain outstanding and unpaid:
(a) Grantor will maintain deposit accounts only with a bank or other depository institution (a “Pledged Account Bank”) that has agreed (or will agree) with Grantor and the Collateral Agent to comply with instructions originated by the Collateral Agent directing the disposition of funds in such deposit account without the further consent of Grantor, such agreement to be in form and substance reasonably satisfactory to the Secured Parties (a “Deposit Account Control Agreement”). As a condition to the establishment and maintenance of deposit accounts with any such bank or other depository institution, Grantor shall have entered into a Deposit Account Control Agreement with such Pledged Account Bank, except with respect to Excluded Accounts (defined below).
(b) The Collateral Agent may, without notice to, or consent from, Grantor, give such instructions, transfer, or direct the transfer of, funds from the Deposit Accounts, to satisfy the Secured Obligations under the Transaction Documents only if an Event of Default shall have occurred and be continuing.
(c) For the purposes hereof, “Excluded Accounts” means (a) any deposit account that is used solely for escrow, tax, tax withholding, payment of payroll, bonuses, other compensation and related expenses and (b) any accounts held outside of the United States of America.
Maintaining the Account Collateral. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, or any Lender Party shall have any Commitment:
(a) The Borrower will maintain the L/C Cash Collateral Account only with the Collateral Agent.
(b) The Collateral Agent may, at any time and without notice to, or consent from, the Borrower or any Grantor, transfer, or direct the transfer of, funds from the Account Collateral to satisfy the Borrower’s or such Grantor’s obligations under the Loan Documents if an Event of Default shall have occurred and be continuing.
Maintaining the Account Collateral. So long as Discharge shall not have occurred,
(a) From and after the date falling 60 days after the date hereof (or such later date as the Foreign Administrative Agent may reasonably determine), each Foreign Grantor (other than for the 30 days (or such later date as the Foreign Administrative Agent may reasonably determine) following the date an entity becomes an Additional Foreign Grantor hereunder as referenced in Section 5.01(k) of the Credit Agreement) will maintain deposit accounts (other than Excluded Accounts) only with the financial institution acting as Foreign Administrative Agent hereunder or with a bank (a “Pledged Account Bank”) that has executed and delivered to the Foreign Administrative Agent a control agreement, such agreement to be in form and substance reasonably satisfactory to the Foreign Administrative Agent (a “Deposit Account Control Agreement”). “Excluded Accounts” means (i) payroll accounts, (ii) trust accounts, (iii) escrow accounts or security deposits established pursuant to statutory obligations or for the payment of taxes or holding funds in trust for third parties not affiliated with the Company in the ordinary course of business or in connection with acquisitions, investments or dispositions permitted under the Credit Agreement, (iv) deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (v) reserve accounts expressly contemplated under the Plan and/or Disclosure Statement (including, but not limited to reserves expressly contemplated under the Plan and/or Disclosure Statement for diacetyl claims and environmental claims, and escrow accounts established pursuant to contractual obligations to third parties not affiliated with the Company for casualty payments and insurance proceeds), and (vi) deposit accounts with an aggregate balance of no more than $500,000 at any time.
Maintaining the Account Collateral. Until all Note Obligations have been paid in full, except as contemplated by Section 6.16 of the Credit Agreement, each Grantor will maintain all Account Collateral only with a Lender or an Affiliate of a Lender (a "Pledged Account Bank") that has agreed, in a record authenticated by the Grantor, the Collateral Agent, the Pledged Account Bank and the Trustee, to (i) comply (subject to the provisions of the Intercreditor Agreement) with instructions originated by the Trustee directing the disposition of funds in the Account Collateral maintained with such Pledged Account Bank without the further consent of the Grantor and (ii) waive or subordinate (subject to the provisions of the Intercreditor Agreement) in favor of the Trustee all claims of such Pledged Account Bank (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment) to the Account Collateral, which authenticated record shall be substantially in the form of Exhibit B hereto (the "Account Control Agreement").
Maintaining the Account Collateral. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid (other than contingent indemnification obligations (including costs and expenses related thereto) not then payable for which no claim has been asserted), any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect or any Lender Party shall have any Commitment:
Maintaining the Account Collateral. So long as any Loan or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement shall be in effect or any Lender shall have any Commitment, each Grantor will maintain deposit accounts as provided under the Credit Agreement.
Maintaining the Account Collateral. (a) So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding and not cash collateralized in an amount equal to 105% of the face value thereof, any Secured Swap Control shall be in effect or any Lender shall have any Commitment, the Borrower will maintain the Cash Collateral Account with Bank of America.
(b) The Collateral Agent shall have sole right to direct the disposition of funds with respect to the Cash Collateral Account; and it shall be a term and condition of the Cash Collateral Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Cash Collateral Account, that no amount (including, without limitation, interest on Cash Equivalent Investments credited thereto) will be paid or released to or for the account of, or withdrawn by or for the account of, the Borrower or any other Person from the Cash Collateral Account.
(c) The Collateral Agent may, at any time and without notice to, or consent form, the Grantor, transfer, or direct the transfer of, funds form the Cash Collateral Account to satisfy the Grantor's obligations under the Loan Documents if an Event of Default shall have incurred and be continuing.
