Deposit Accounts. For each deposit account that the Guarantor now or at any time hereafter opens or maintains, the Guarantor shall, at the Agent’s request and option, either (a) enter into a Qualifying Control Agreement such that the depositary bank agrees to comply, without further consent of the Guarantor, at any time with instructions from the Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, or (b) pursuant to an agreement in form and substance reasonably satisfactory to the Agent, arrange for the Agent to become the customer of the depositary bank with respect to the deposit account, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw funds from such deposit account. The Agent agrees with the Guarantor that the Agent shall not give any such instructions or withhold any withdrawal rights from the Guarantor unless an Event of Default has occurred and is continuing or would occur if effect were given to any withdrawal not otherwise permitted by the Loan Documents. The provisions of this paragraph shall not apply to (i) any deposit account for which the Guarantor, the depositary bank and the Agent have entered into a cash collateral agreement specially negotiated among the Guarantor, the depositary bank and the Agent for the specific purpose set forth therein, (ii) a deposit account for which the Agent is the depositary bank and is in automatic control, or (iii) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Guarantor’s employees. Nothing in this Section 4.2 shall be construed to limit or otherwise derogate in any way the Guarantor’s obligations under Section 6.15 of the Credit Agreement.
Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents, enter into a Deposit Account Control Agreement with respect to each Deposit Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Deposit Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Deposit Account, other than any Excluded Account, unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Deposit Account with a Bank, and (2) such Bank and such Pledgor shall have duly executed and delivered to the Secured Party a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that once the Secured Party sends an instruction or notice to a Bank exercising its Control over any Deposit Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account, other than an Excluded Account, to any person other than the Secured Party.
Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, petty cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.
Deposit Accounts. To further secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Borrower, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Each Borrower hereby authorizes and directs each bank or other depository to deliver to Agent, upon request, all balances in any Deposit Account maintained by such Borrower, without inquiry into the authority or right of Agent to make such request.
Deposit Accounts. The Debtor will (i) upon the Agent's request, cause each bank or other financial institution in which it maintains (a) a Deposit Account to enter into a control agreement with the Agent, in form and substance satisfactory to the Agent in order to give the Agent Control of the Deposit Account or (b) other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Agent hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and (ii) upon the Agent's request after the occurrence of a Default, deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Agent, transferring ownership of the Deposit Account to the Agent or transferring dominion and control over each such other deposit to the Agent. In the case of deposits maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.
Deposit Accounts. If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.
Deposit Accounts. Attached hereto as Schedule 13 is a true and correct list of deposit accounts maintained by each Grantor, including the name and address of the depositary institution, the type of account, and the account number.
Deposit Accounts. Schedule 3.24 lists all banks and other financial institutions at which any Loan Party or any of its Subsidiaries maintains deposit or other accounts as of the Effective Date, including any Payment Accounts, and such Schedule correctly identifies the name of each depository, the name in which the account is held, a description of the purpose of the account and the complete account number therefor.
Deposit Accounts. Upon the occurrence and during the continuation of an Event of Default, Secured Party may exercise dominion and control over, and refuse to permit further withdrawals (whether of money, securities, instruments or other property) from any deposit accounts maintained with Secured Party constituting part of the Collateral.