Common use of Administration of Deposit Accounts Clause in Contracts

Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement accounts (it being understood and agreed that Borrowers shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts containing not more than $100,000 in the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”)). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts.

Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by BorrowersWithin ninety (90) days of the Original Agreement Closing Date (and on or before the U.K. Closing Date in the case of the U.K. Domiciled Obligors), including all Dominion Accounts. Each Borrower each Obligor shall take all actions necessary to establish Agent’s control of each all Deposit Accounts (including Dominion Accounts) and securities accounts maintained by such Obligor; provided, however, that such control shall not be required for the following (collectively, the “Excluded Deposit Account Accounts”): (other than a) an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement accounts and (it being understood and agreed that Borrowers shall b) at any time during which an Event of Default does not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts exist, an account containing not more than $100,000 in 250,000, provided that the aggregate for amounts contained in all such accounts referred to in this clause (b) for which Agent does not have control at any time (collectively, the “Excluded Accounts”))shall not exceed $1,000,000. Each Borrower The applicable Obligor shall be the sole account holder of each Deposit Account or securities account and shall not allow any other Person (other than Agent) to have control over a Deposit Account Account, securities account or any Property deposited therein. Each Borrower of the Obligors shall promptly notify Agent in writing of any opening or closing of a Deposit Account or securities account and, concurrently with the consent of Agentopening thereof, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4such account (except an Excluded Deposit Accounts, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect except for accounts of any and all Collateral (whether or not otherwise delivered U.K. Domiciled Obligor prior to the U.K. Closing Date) is subject to a lockbox) into one or more Dominion Accounts. All Net Proceeds fully executed Deposit Account Control Agreement or, in the case of the sale or other disposition a securities account, similar control agreement in favor of any Collateral, shall be deposited directly into the applicable Dominion AccountsAgent and acceptable to Agent.

Administration of Deposit Accounts. Schedule 8.5 sets forth as of the Fourth Amendment Effective Date all Deposit Accounts maintained by BorrowersXxxxxxxxx, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement accounts (it being understood and agreed that Borrowers shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts containing not more than $100,000 in the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”)). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts.

Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by BorrowersWithin ninety (90) days of the Original Agreement Closing Date (and on or before the U.K. Closing Date in the case of the U.K. Domiciled Obligors), including all Dominion Accounts. Each Borrower each Obligor shall take all actions necessary to establish Agent’s control of each all Deposit Accounts (including Dominion Accounts) and securities accounts maintained by such Obligor; provided, however, that such control shall not be required for the following (collectively, the “Excluded Deposit Account Accounts”): (other than a) an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement accounts and (it being understood and agreed that Borrowers shall b) at any time during which an Event of Default does not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts exist, an account containing not more than $100,000 in 250,000, provided that the aggregate for amounts contained in all such 119 accounts referred to in this clause (b) for which Agent does not have control at any time (collectively, the “Excluded Accounts”))shall not exceed $1,000,000. Each Borrower The applicable Obligor shall be the sole account holder of each Deposit Account or securities account and shall not allow any other Person (other than Agent) to have control over a Deposit Account Account, securities account or any Property deposited therein. Each Borrower of the Obligors shall promptly notify Agent in writing of any opening or closing of a Deposit Account or securities account and, concurrently with the consent of Agentopening thereof, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4such account (except an Excluded Deposit Accounts, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect except for accounts of any and all Collateral (whether or not otherwise delivered U.K. Domiciled Obligor prior to the U.K. Closing Date) is subject to a lockbox) into one or more Dominion Accounts. All Net Proceeds fully executed Deposit Account Control Agreement or, in the case of the sale or other disposition a securities account, similar control agreement in favor of any Collateral, shall be deposited directly into the applicable Dominion AccountsAgent and acceptable to Agent.

Administration of Deposit Accounts. Schedule 8.5 sets forth as of the Fourth Amendment Effective Date all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement accounts (it being understood and agreed that Borrowers shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts containing not more than $100,000 in the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”)). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts.

Administration of Deposit Accounts. Schedule 8.5 sets forth as of the Fourth Amendment Effective Date all Deposit Accounts maintained by BorrowersBxxxxxxxx, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement accounts (it being understood and agreed that Borrowers shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts containing not more than $100,000 in the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”)). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts.