Collateral Access and Control Agreements. The Administrative Agent shall have received # each Collateral Access Agreement required to be provided pursuant to [Section 4.13] of the Security Agreement and # subject to [Section 4.03(a)] hereof, each Deposit Account Control Agreement required to be provided pursuant to [Section 4.14] of the Security Agreement (including, without limitation, each Deposit Account Control Agreement with respect to any Deposit Account maintained by any Loan Party as of the Effective Date at Wells Fargo Bank, National Association, or any Affiliate thereof).
Control Agreements. If requested by the Bank, each Grantor will obtain and deliver or cause to be delivered to the Bank, a control agreement in form and substance satisfactory to the Bank with respect to the Collateral with respect to: # Deposit Accounts; # Letter-of-Credit Rights; and/or # electronic Chattel Paper.
Control Agreements. Each Grantor will cooperate with the Administrative Agent in obtaining a control agreement sufficient to perfect the Administrative Agent’s security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and in taking such other reasonable actions as may be requested by the Administrative Agent from time to time with respect to any Collateral in which a security interest may be perfected by control under the Uniform Commercial Code and with respect to which control agreements are required under [Sections 4.14 or 4.16]6].
Customer Access Control. Describe each logon process to be followed by [[Bank of America:Organization]] Customers (including [[Bank of America:Organization]] employees) to obtain access to services [[Organization A:Organization]] provides to [[Bank of America:Organization]]. Describe the initial enrollment process for such Customers. Describe the password policies and procedures [[Organization A:Organization]]s system enforces, including, without limitation, password expiration, length of password, password revocation, invalid logon attempt threshold, etc. Describe methods used to track/log the usage of each account [[Organization A:Organization]] shall demonstrate how a customer or end user authenticates to each application.
Other Collateral Documentation. The Administrative Agent shall have received any documents reasonably requested thereby or as required by the terms of the Security Documents to evidence its security interest in the Collateral (including, without limitation, any control agreements, landlord waivers or collateral access agreements, notices and assignments of claims required under Applicable Laws, bailee or warehouseman letters or filings with the FDA or any other applicable Governmental Authority).
Account Control Agreements. None of the Loan Parties shall open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than # subject to Section 4.03 hereof, deposit accounts that are maintained at all times with depositary institutions as to which the [[Administrative Agent:Organization]] shall have received a Qualifying Control Agreement, # subject to Section 4.03 hereof, securities accounts that are maintained at all times with financial institutions as to which the [[Administrative Agent:Organization]] shall have received a Qualifying Control Agreement, # subject to Section 4.03 hereof, deposit accounts established solely as payroll and other zero balance accounts and such accounts are held with a [[Organization A:Organization]] and # other deposit accounts, so long as at any time the balance in any such account does not exceed $500,000 and the aggregate balance in all such accounts does not exceed $1,000,000 and such accounts are held with a [[Organization A:Organization]].
System Administration Access Control. Describe the positions that perform administration functions on servers, firewalls or other devices within the application and network infrastructure. Detail level of access needed to perform functions. Explain the access control mechanisms. Describe the process by which recurring access of the system(s) is conducted to ensure permissions are granted on a need to know basis. Detail access reports generated and when reports are reviewed periodically. Describe methods used to track/log the usage of each account.
Landlord’s Access Agreements/Bailee Letters. Each Grantor shall use commercially reasonable efforts to obtain as soon as practicable after the date hereof with respect to each location where such Grantor maintains Pledged Collateral, a bailee letter and/or landlord access agreement, as applicable, and use commercially reasonable efforts to obtain a bailee letter, landlord access agreement and/or landlord’s lien waiver, as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of Pledged Collateral in the ordinary course of such Grantor’s business and if requested by Lender. Such documentation will not be required if the value of Pledged Collateral held by such bailee is less than $10,000, provided that the aggregate value of Pledge Collateral held by all bailees who have not delivered such documentation is less than $100,000 in the aggregate.
Access. Buyer shall, and shall cause each Group Company to, make its financial records, accounting personnel and advisors available to the Seller Representative or its designee, its accountants and other representatives and the Accounting Firm at reasonable times and upon reasonable advance notice during the review by the Seller Representative and the Accounting Firm of, and the resolution of any Objections with respect to, the Closing Statement.
Blocked Accounts. shall have received Deposit Account Control Agreements duly executed with financial institutions acceptable to for the collection or servicing of the Receivables and proceeds of the Collateral of the Applicant Borrower;
“Lien Acknowledgment Agreement” means each Collateral Access Agreement and Customs Broker/Carrier Agreement.
“Collateral Access Agreement” means an agreement substantially in the form of [Exhibit J].
Mechanical gate arms control access to the garage entries.
Collateral Access Agreement has the meaning assigned to such term in the Security Agreement.
Control Notice has the meaning assigned to such term or any similar term (including, without limitation, Shifting Control Notice, Exclusive Access Notice and Activation Notice) in each Account Control Agreement.
apply to the Obligations any # balances and deposits of Borrower it holds, or # any amount held by Bank owing to or for the credit or the account of Borrower; # ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrowers labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Banks exercise of its rights under this Section, Borrowers rights under all licenses and all franchise agreements inure to Banks benefit; # place a hold on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;
“Collateral Documents” means, collectively, the Security Agreements, the Intellectual Property Security Agreements, the Intercreditor Agreement, the Foreign Law Security Documents, each of the collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to the Note Documents, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the [[Subsidiary Guarantors:Organization]].
“Security Documents” means, collectively, the Guarantee and Security Agreement, the RCF Lien Acknowledgement Agreement and all other assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered on or after the Effective Date by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations under and as defined in the Guarantee and Security Agreement.
The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral # upon the termination of the Commitments and payment and satisfaction in full by Borrower of all of the Obligations, # constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.4] (and Agent may rely conclusively on any such certificate, without further inquiry), # constituting property in which Parent or its Subsidiaries owned no interest at the time Agent's Lien was granted nor at any time thereafter, # constituting property leased or licensed to Parent or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or # in connection with a credit bid or purchase authorized under this [Section 15.11]. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to # consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, # the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and # Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by such any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of # if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or # otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 15.11]; provided, that # anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent's opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of any Loan Party in respect of) any and all interests retained by any Loan Party, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.
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