Control by Agent Sample Clauses
Control by Agent. Until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Agent shall have the right to either direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or directly exercise any trust or power conferred on the Indenture Trustee, with respect to the Notes. The parties to this Indenture acknowledge and agree to the foregoing. Notwithstanding the foregoing, if the Agent shall elect to direct the Indenture Trustee rather than directly exercising such rights:
(i) no such direction shall be in conflict with any rule of law or with this Indenture;
(ii) the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and
(iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to the Agent.
Control by Agent. (i) The Borrower irrevocably authorizes and directs the Custodian, and the Custodian agrees, to comply with any entitlement order or instructions (within the meaning of Sections 8-102, 9-104 and 9-106 of the UCC) received from the Agent with respect to the Collateral Account, without further consent of the Borrower.
(ii) Upon receipt by the Custodian of a Notice of Exclusive Control and the Custodian having a reasonable time to act thereon, the Custodian shall thereafter follow only the instruction of the Agent with respect to the Collateral Account, and shall comply only with any entitlement order or instructions received from the Agent, without further consent of the Borrower, and shall be entitled to deal with the Agent as though the Agent were the sole and absolute owner of the Collateral Account. Without limiting the Custodian’s obligations under Section 2.3(i) and (ii), Agent agrees that it shall deliver a Notice of Exclusive Control prior to or simultaneously with any entitlement order or instruction. For the avoidance of doubt, from and after delivery of a Notice of Exclusive Control and the Custodian having a reasonable time to act thereon, the Borrower (whether directly or through its investment manager) shall have no right or ability to access or receive or withdraw or transfer financial assets from, or to give other instructions concerning the Collateral Account until such time as the Agent shall have notified the Custodian in writing of the withdrawal of the Notice of Exclusive Control and instructed the Custodian to resume honoring instructions which the Borrower is entitled to give under the Custodian Agreement.
(iii) As between the Borrower and the Agent, the Agent agrees with the Borrower that it shall not issue a Notice of Exclusive Control or any entitlement order or instructions with respect to the Collateral Account pursuant to Section 2.3(i) or (ii) unless an Event of Default (as defined in the Security Agreement) shall have occurred and be continuing.
(iv) The Custodian shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders or other instructions originated by the Agent concerning any Collateral or the Collateral Account. The Custodian shall have no duty to investigate or make any determination as to whether an event of default or other like event exists under the Loan Agreement, and the Custodian shall be fully protected in complying with a Notic...
Control by Agent. 47 SECTION 6.13. Waiver of Events of Default.................................48 SECTION 6.14. Undertaking for Costs.......................................48 SECTION 6.15. Waiver of Stay or Extension Laws............................49 SECTION 6.16. Sale of Trust Estate........................................49 SECTION 6.17. Action on Notes.............................................50 SECTION 6.18. Performance and Enforcement of Certain Obligations..........50
Control by Agent. (a) The Account Holder will comply with (A) all written instructions directing disposition of the funds in the Pledged Account (such instructions, a "PAYMENT ORDER"), (B) all notifications and entitlement orders that the Account Holder receives directing it to transfer or redeem any financial asset in the Pledged Account and (C) all other directions concerning the Collateral, including, without limitation, directions to distribute to the Agent proceeds of any such transfer or redemption or interest on any property in the Pledged Account (any such instruction, notification or direction referred to in clause (A), (B) or (C) above being an "ACCOUNT DIRECTION"), in each case of clauses (A), (B) and (C) above originated by the Agent in accordance with the terms of the Pledge Agreement without further consent by the Pledgor or any other Person.
(b) The Agent hereby acknowledges that it shall maintain its security interest in the Pledged Account on behalf of the Holders.