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Contract analysis / deposit-account-control-agreements.docx
deposit-account-control-agreements.docx
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1. Deposit Account Control Agreement (Operating Account), dated as of June 3, 2024, consi
1. Deposit Account Control Agreement (Operating Account), dated as of June 3, 2024, consisting of twenty-three (23) pages inclusive of the signature pages and two (2) exhibits (Exhibit A — Form of Activation Notice; Exhibit B — Form of Termination Notice). Three (3) originally executed counterparts are enclosed.
2. Deposit Account Control Agreement (Reserve Account), dated as of June 3, 2024, consist
2. Deposit Account Control Agreement (Reserve Account), dated as of June 3, 2024, consisting of twenty-four (24) pages inclusive of the signature pages and two (2) exhibits (Exhibit A — Form of Activation Notice; Exhibit B — Form of Termination Notice). Three (3) originally executed counterparts are enclosed.
3. Schedule of Accounts (Summary), for cross-reference purposes, consisting of one (1) pa
3. Schedule of Accounts (Summary), for cross-reference purposes, consisting of one (1) page.
4. Cross-Reference Annex, identifying related transaction documents, consisting of two (2
High
⚑ Penalty / liquidated damages
4. Cross-Reference Annex, identifying related transaction documents, consisting of two (2) pages. Each of the above-referenced documents has been executed by all three parties and is delivered in original form. We have retained conformed copies of all documents for our files. Please countersign the attached acknowledgment of receipt and return a copy to our office at your earliest convenience. We note that the Deposi
1. Effective immediately upon receipt of this Activation Notice, the Depositary Bank shal
1. Effective immediately upon receipt of this Activation Notice, the Depositary Bank shall cease complying with any and all instructions originated by or on behalf of the Debtor regarding the disposition of funds in the Account (Account No. XXXX-XXXX-8741).
2. Effective immediately upon receipt of this Activation Notice, the Depositary Bank shal
High
⚑ Non-compete / exclusivity restraint
2. Effective immediately upon receipt of this Activation Notice, the Depositary Bank shall comply solely and exclusively with instructions originated by the Secured Party (or any Person designated by the Secured Party in writing) regarding the disposition of all funds in the Account.
3. The Depositary Bank shall not permit the Debtor, or any Person acting on behalf of the
3. The Depositary Bank shall not permit the Debtor, or any Person acting on behalf of the Debtor, to withdraw, transfer, or otherwise dispose of any funds in the Account without the prior written consent of the Secured Party. Please confirm receipt of this Activation Notice by providing written confirmation (which may be by email) to the Secured Party at the address set forth in Section 13 of the DACA. PINNACLE TRUST
1. All Obligations under the Credit Agreement (as defined in the DACA) have been irrevoca
1. All Obligations under the Credit Agreement (as defined in the DACA) have been irrevocably paid and satisfied in full, and all commitments of the Lenders under the Credit Agreement have been terminated.
2. The DACA is hereby terminated in its entirety in accordance with Section 10.1(a) of th
2. The DACA is hereby terminated in its entirety in accordance with Section 10.1(a) of the DACA, effective upon receipt of this Termination Notice by the Depositary Bank.
3. The Depositary Bank is hereby directed to resume exclusive compliance with instruction
High
⚑ Non-compete / exclusivity restraint
3. The Depositary Bank is hereby directed to resume exclusive compliance with instructions originated by the Debtor with respect to the Account.
4. Any remaining funds in the Account shall be released to the Debtor or disbursed in acc
4. Any remaining funds in the Account shall be released to the Debtor or disbursed in accordance with the Debtor's instructions.
5. The Secured Party hereby releases and relinquishes any and all rights to control the A
High
⚑ Non-compete / exclusivity restraint
5. The Secured Party hereby releases and relinquishes any and all rights to control the Account pursuant to the DACA. This Termination Notice is irrevocable. Following receipt of this Termination Notice, the Depositary Bank shall have no further obligation to comply with instructions from the Secured Party with respect to the Account. PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party / Collateral Agent B