Control Agent Sample Clauses

Control Agent. (a) Parent, Company and each Guarantor hereby grants to the Control Agent, for the benefit of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties, a security interest in all of their respective Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired by Parent, Company or such Guarantor or in which Parent, Company or such Guarantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all First Lien Obligations, Second Lien Obligations and Third Lien Obligations.
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Control Agent. (a) The Borrower and each Subsidiary Guarantor hereby grants to the Control Agent, for the benefit of the First Lien Secured Parties and the Second Lien Secured Parties, a security interest in all of their respective Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired by the Borrower or such Subsidiary Guarantor or in which the Borrower or such Subsidiary Guarantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all First Lien Obligations and Second Lien Obligations.
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Control Agent. In accordance with Section 5.4 of the Intercreditor Agreement, each Holder hereby appoints the First Lien Lender as control agent (the “Control Agent”) and each Holder irrevocably authorizes the Control Agent to take such action on its behalf as provided under the provisions of the Intercreditor Agreement. [remainder of page intentionally left blank]
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Control Agent. (a) The Administrative Agent, on behalf of itself and the Lenders, appoints Wachovia Bank, National AssociationGleacher Products Corp. as its collateral agent (together with any successor in such capacity appointed by the Administrative Agent) for the limited purpose of acting as the agent on behalf of the Administrative Agent (on behalf of the Lenders) with respect to the Control Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The Control Agent accepts such appointment and agrees to hold such Control Collateral in its possession or control (or in the possession or control of its agents or bailees) as Control Agent for the benefit of the Administrative Agent (on behalf of the Lenders) and any permitted assignee of any thereof solely for the purpose of perfecting the security interest granted to such parties in such Control Collateral. The Administrative Agent hereby acknowledges that the Control Agent will obtain “control” under the UCC over certain Deposit Accounts and Securities Accounts as contemplated by this Security Agreement for the benefit of the Administrative Agent (on behalf of the Lenders). The Administrative Agent hereby also acknowledges and agrees that the Control Agent will enter into landlord lien waivers as contemplated by the Credit Agreement for the benefit of the Administrative Agent (on behalf of the Lenders).
Sample 1
Control Agent as defined in the Intercreditor Agreement. Cost – as defined in the Revolving Credit Agreement. Credit Card Agreement – as defined in Section 6.1(p). CWA – the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Xxxxxxx – Xxxxxxx International B.V. and its Affiliates.
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Control Agent. The provisions of Article IX or the Credit Agreement and the Second Lien Agency Provisions shall inure to the benefit of the Control Agent (as if the Control Agent were the agent named therein) in respect of this Agreement, the First Lien Documents and the Second Lien Documents, and shall be binding upon the parties hereto in such respect.
Sample 1
Control Agent. (a) The First Lien Collateral Agent, on behalf of each of the First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties and the Third Lien Collateral Agent, on behalf of each of the Third Lien Secured Parties, each hereby appoints Wilmington as its agent (the “Control Agent”) for purposes of obtaining and perfecting any Lien on any Control Collateral (as defined below). Parent, Company and each Guarantor hereby grants to the Control Agent, for the benefit of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties, a security interest in all of their respective Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired by Parent, Company or such Guarantor or in which Parent, Company or such Guarantor now has or at any time in the future may acquire any right, title or interest (the “Control Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all First Lien Obligations, Second Lien Obligations and Third Lien Obligations.
Sample 1
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Control Agent. Each Lender party hereto and Agent hereby agrees that, notwithstanding Section 5.3(f) of the Intercreditor Agreement, the existing Control Agent under the Intercreditor Agreement may resign, without any prior notice, on the date all outstanding Indebtedness for borrowed money under the Initial Term Loan Agreement is paid in full. Agent consents and agrees to appoint the Term Loan Agent under any successor Term Loan Agreement as Control Agent under the Intercreditor Agreement.
Sample 1

Related to Control Agent

  • Collateral Agent (a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Collateral Documents and the Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the Intercreditor Agreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the Intercreditor Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

  • Collateral Agent As Agent (a) UBS AG, Stamford Branch has been appointed to act as the Collateral Agent under the Credit Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement and the Credit Agreement, provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, except to the extent specifically set forth in Section 5 of the Guarantee, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the ratable benefit of the applicable Lenders and Secured Parties in accordance with the terms of this Section 7(a).

  • Securities Intermediary The Securities Intermediary, in acting under this Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as Indenture Trustee under this Indenture.

  • Collateral Trustee (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents.

  • Depository Bank With respect to any Deposit Accounts, (i) maintain the Deposit Accounts at the banks (a “Depository Bank”) described on Annex B-1 or such additional depository banks as described in the notices given pursuant to clause (iv) of this Section 6(q) as have complied with item (iv) hereof, (ii) upon request of the Secured Party, deliver to each depository bank a letter in the form of Annex C hereto with respect to Secured Party’s Rights in such Deposit Account (or on such other reasonable form as may be provided by the Depository Bank) and use commercially reasonable efforts to obtain the execution of such letter by each Depository Bank that the pledge of such Deposit Account has been recorded in the books and records of such bank and that Secured Party shall have dominion and control over such Deposit Account; (iii) upon request of the Secured Party, deliver to Secured Party all certificates or instruments, if any, now or hereafter representing or evidencing the Deposit Accounts, accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Secured Party; and (iv) notify Secured Party upon establishing any additional Deposit Accounts and, at the request of Secured Party, use commercially reasonable efforts to obtain from such depository bank an executed letter substantially in the form of Annex C (or on such other reasonable form as may be provided by the Depository Bank) and deliver the same to Secured Party. Secured Party agrees not to exercise control over such Deposit Account unless an Event of Default shall have occurred and be continuing.

  • Control Agreement A control agreement (the “Custodian Control Agreement”), duly executed and delivered by the Borrower, the Administrative Agent and State Street Bank and Trust Company.

  • Deposit Account Control Agreement control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien on such account.

  • Control Agreements (i) Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account for such Grantor;

  • Successor Administrative Agent and Collateral Agent (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

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