Control by the Collateral Agent Sample Clauses

Control by the Collateral Agent. The Loan Party hereby irrevocably agrees that, for so long as this Account Control Agreement remains in effect, the Collateral Agent shall have exclusive control of the Account and all Pledged Interests deposited therein or credited thereto. In furtherance of such agreement, the Loan Party hereby irrevocably authorizes and directs the Securities Intermediary, and the Securities Intermediary hereby agrees, (i) to comply with any and all instructions (within the meaning of Section 8-102(a)(12) of the UCC) and entitlement orders (within the meaning of Section 8-102(a)(8) of the UCC) originated by the Collateral Agent regarding any or all of the Pledged Interests without further consent by the Loan Party or any other Person, and (ii) subject to the provisions of Section 2 of this Account Control Agreement, (A) not to comply with any instructions or entitlement orders regarding any or all of the Pledged Interests originated by any Person other than the Collateral Agent or a court of competent jurisdiction and (B) to deposit or retain in the Account, or to distribute as otherwise instructed by the Collateral Agent, all interest, redemptions, distributions, dividends and other payments from time to time received or paid with respect to any Pledged Interests deposited in or credited to the Account. In the case of any conflict between any instruction or entitlement order originated by the Collateral Agent and any instruction or entitlement order originated by any other Person, the Securities Intermediary shall comply only with the instruction or entitlement order originated by the Collateral Agent.

Control by the Collateral Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Loan Party or otherwise, the Bank is hereby authorized and directed by the Loan Party to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no commitment by any Finance Party to make further advances, incur obligations or otherwise give value or, if sooner, (ii) the termination of this Agreement in accordance with the terms hereof, the Bank will comply with instructions (within the meaning of Section 8-102(a)(12) of the UCC) originated by the Collateral Agent directing the disposition of funds from time to time in any Deposit Account or as to any other matters relating to any Deposit Account or any of the other Deposit Account Collateral without further consent by the Loan Party (which instructions may include the giving of stop payment orders for any items being presented to a Deposit Account for payment). The Bank is hereby irrevocably authorized by the Loan Party to change the designation of the customer on any Deposit Account to the Collateral Agent upon the request of the Collateral Agent, and the Bank shall so change the customer designation promptly upon such request by the Collateral Agent. (a) In addition, effective upon the receipt by the Bank of written notice from the Collateral Agent that the Collateral Agent is exercising exclusive control over the Operating Accounts (such notice being referred to as a “Notice of Exclusive Control”), the Bank shall not permit the Loan Party or any of its Affiliates to withdraw any amounts from, to draw upon or to otherwise exercise any authority or powers with respect to the Operating Accounts and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Loan Party or any of its Affiliates with respect to the Operating Accounts, other than those approved in writing by the Collateral Agent or a court of competent jurisdiction. Until the receipt by the Bank of a Notice of Exclusive Control, the Loan Party shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Operating Accounts. (b) Upon receipt of notice from the Collateral Agent from time to time, the Bank shall transfer collected funds from the Deposit Accounts and the Operating Accounts, at the Loan Party’s cost and expense, by wire transfer or by the ACH method (or other means...

Control by the Collateral Agent. (a) The Account Holder will comply with (A) all written instructions directing disposition of the funds in the Pledge 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 Pledge Account and (C) all other directions concerning the Collateral, including, without limitation, directions to distribute to the Collateral Agent proceeds of any such transfer or redemption or interest on any property in the Pledge Account (any such instruction, notification or direction referred to in clause (A), (B) or (C) above being an 3. Account Direction"), in each case of clauses (A), (B) and (C) above originated by the Collateral Agent without further consent by the Pledgor or any other person.

Control by the Collateral Agent. Prior to a Termination Event (as defined herein) or release pursuant to Section 8 hereof, the Company shall not have access at any time to the funds or other cash collateral maintained in the Cash Collateral Account (and therefore shall have no ability to make withdrawals or direct transfers, etc.) and the Collateral Agent shall have sole and exclusive dominion, control and authority over the Cash Collateral Account and the funds and other amounts therein. The rights and interests granted hereunder, and the fact that the Collateral Agent is acting as a depository bank for the Cash Collateral Account, are specifically intended to convey "control" to the Collateral Agent, for the benefit of the Secured Parties, over the Account Collateral within the meaning of the UCC to the extent such Account Collateral, or any portion thereof, is now or hereafter deemed a Deposit Account.

Control by the Collateral Agent. (a) The Account Holder will comply with (A) all written instructions directing disposition of the funds in the Pledge 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 Pledge Account and (C) all other directions concerning the Collateral, including, without limitation, directions to distribute to the Collateral Agent proceeds of any such transfer or redemption or interest on any property in the Pledge 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 Collateral Agent without further consent by the Pledgor or any other person. (b) The Collateral Agent hereby acknowledges that it shall maintain and exercise control of the Pledge Account on behalf of the Trustee and the Holders of the Securities. (c) The Account Holder will not (i) comply with Account Directions or other directions concerning the Collateral originated by the Pledgor or (ii) distribute to the Pledgor interest or other distributions on or in respect of the Collateral.

Control by the Collateral Agent. (1) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Credit Party or otherwise, the Bank is hereby authorized and directed by the Credit Party to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no Commitment by any Secured Party to make further advances, incur obligations or otherwise give value or, if sooner, (ii) the termination of this Agreement in accordance with the terms hereof, the Bank will comply with instructions (within the meaning of Section 8-102(a)(12) of the UCC) originated by the Collateral Agent directing the disposition of funds from time to time in any Deposit Account or as to any other matters relating to any Deposit Account or any of the other Deposit Account Collateral without further consent by the Credit Party (which instructions may include the giving of stop payment orders for any items being presented to a Deposit Account for payment). The Bank is hereby irrevocably authorized by the Credit Party to change the designation of the customer on any Deposit Account to the Collateral Agent upon the request of the Collateral Agent, and the Bank shall so change the customer designation promptly upon such request by the Collateral Agent.