Control Agent Clause Samples

The Control Agent clause designates a specific party or entity responsible for overseeing and managing certain aspects of a contract or transaction. Typically, this agent is empowered to make decisions, give instructions, or coordinate actions on behalf of the parties involved, such as managing payments, monitoring compliance, or handling communications. By clearly assigning these responsibilities, the clause ensures efficient administration and reduces confusion or disputes over who has authority to act in key situations.
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. (b) The First Lien Collateral Agent, on behalf of each of the First Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas as the agent (the “Control Agent”) for the First Lien Collateral Agent for the benefit of each of the First Lien Secured Parties (and also acknowledges that the Control Agent will act for the benefit of each of the Second Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas as the Control Agent for the Second Lien Collateral Agent for the benefit of each of the Second Lien Secured Parties (and also acknowledges that the Control Agent will act as agent for the benefit of each of the First Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Control Agent hereby accepts such appointment. If at any time, Deutsche Bank Trust Company Americas ceases to act as First Lien Collateral Agent in accordance with Section 9.5 of the First Lien Credit Agreement, the successor First Lien Collateral Agent appointed thereunder shall be appointed successor Control Agent hereunder, provided that, upon the Discharge of the First Lien Obligations, the First Lien Collateral Agent shall provide notice to any depository bank party to a Control Agreement of its resignation as Control Agent and so long as the Discharge of the Second Lien Obligations has not occurred, shall appoint Second Lien Collateral Agent as successor Control Agent under each such Control Agreement, and from and after such Discharge of the First Lien Obligations, the Second Lien Collateral...
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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. 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.
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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.
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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.). ▇▇▇▇▇▇▇ – ▇▇▇▇▇▇▇ International B.V. and its Affiliates.
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Related to Control Agent

  • Collateral Agent Each Buyer hereby (i) appoints ▇▇▇▇▇▇ Bay Master Fund Ltd., as the collateral agent hereunder and under the other Security Documents (in such capacity, the “Collateral Agent”), and (ii) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

  • 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. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee to execute and deliver to the Company, at the Company’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Company in connection with any sale, reclassification or other disposition of Collateral to the extent such sale, reclassification or other disposition, and such release of Liens, is permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or ▇▇▇▇ granted under the Security Documents or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, Mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in clauses (i) through (iii) shall be the sole responsibility of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

  • 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.