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 all Deposit Accounts maintained by BorrowersObligors as of the Closing Date, including all the Dominion AccountsAccount, and including a designation as to whether each such Deposit Account is a “Controlled Deposit Account”. Each Borrower Obligor shall take all actions necessary to establish Agent’s control of each Controlled Deposit Account pursuant to a Deposit Account Control Agreement stating, among other things, (a) that the applicable financial institution shall comply with instructions from Agent regarding the applicable Controlled Deposit Account and the balance of funds on deposit therein from time to time without further consent of the applicable Obligor, (b) that until such financial institution receives a written notice from Agent that Agent is exercising exclusive control over transfers, withdrawals, and other dispositions of funds from the applicable Controlled Deposit Account (a “Notice of Exclusive Control”), the applicable Obligor and its authorized representatives shall have control of the applicable deposit account and all funds on deposit therein from time to time, including the authority to make transfers, withdrawals, and other than an account exclusively used for payrolldispositions of funds by check or any other means, payroll taxes or employee benefitsand (c) that, zero balance disbursement accounts promptly following receipt by such financial institution of a Notice of Exclusive Control from Agent, (it being understood and agreed that Borrowers i) such financial institution shall not maintain cash on deposit permit any funds to be transferred or withdrawn by any Obligor from the applicable Controlled Deposit Account except with the prior written consent of Agent, and (ii) Agent shall have exclusive control over transfers, withdrawals, and other dispositions of funds from the applicable Controlled Deposit Account, in disbursement accounts each case. Agent agrees that it shall not deliver a Notice of Exclusive Control except during a Trigger Period or following an Event of Default and Agent agrees to promptly withdraw such Notice of Exclusive Control when such Trigger Periods is no longer in excess effect or such Event of outstanding checks Default is cured or waived in writing to the extent permitted and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements) or accounts containing not more than $100,000 in accordance with the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”))terms of this Agreement. Each Borrower The Obligors shall be the sole account holder holders of each of its Deposit Account Accounts and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower Obligor 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 samesame (provided that any Deposit Account opened after the Closing Date shall be a “Controlled Deposit Account” and shall be identified on Schedule 8.5 as such). Each Borrower The Obligors shall not permit the balance of funds contained in any Deposit Account that is not subject to a Deposit Account Control Agreement (iother than Deposit Accounts used solely for the purpose of making tax, payroll, or employee benefit payments) 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 8.2.4exceed $250,000 at any time, and shall not permit the balance of funds contained in all Deposit Accounts that are not subject to Deposit Account Control Agreements (iiother than Deposit Accounts used solely for the purpose of making tax, payroll, or employee benefit payments) deposit or cause to be deposited promptly, and in exceed $500,000 at 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 Accountstime.

Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts, Security Accounts and Commodity Accounts maintained by BorrowersObligors, including all Dominion DIP Funding Accounts, as of the Closing Date. Each Borrower Obligors shall take ensure that the Administrative Agent has a fully perfected first-priority Lien on each Deposit Account, Security Account and Commodity Account (including all actions necessary to establish Agent’s control of each such Deposit Account DIP Funding Accounts) (other than an account exclusively used for payrollExcluded Accounts) at all times until Full Payment, 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 use commercially reasonable efforts necessary to meet minimum balance requirements) or accounts containing not more than $100,000 maintain such Lien in the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”))effect. Each Borrower Obligor shall be the sole account holder of each Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) and shall not allow any other Person (other than Agentthe Administrative Agent or, solely by operation of Applicable Law, the depositary bank, custodian or other financial institution at which such account is held, or pursuant to the DIP Order) to have control over a Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) or any Property property deposited therein. Each Borrower Obligor shall promptly notify the Administrative Agent in writing of any opening intention to (or closing of notice in connection with any other Person’s intention to) open or close any Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts and Excluded Accounts), and shall enter into a Control Agreement or other arrangements reasonably satisfactory to the Administrative Agent, and use commercially reasonable efforts to obtain such Chapter 11 Approvals as required by the Administrative Agent in connection with the same, in each case, prior to any funds being transferred to any such newly opened Deposit Account, Security Account and Commodity Account, and, with the prior written consent of the Administrative 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 8.2.4The Obligors will not allow the proceeds or collections of Collateral, 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 remittances by customers or other similar items of payment relating cash proceeds or receipts 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 any Excluded Account. Notwithstanding anything contained herein to the applicable Dominion Accountscontrary, the Obligors shall not deposit any amounts in the Carve-Out Account other than in respect of the Carve-Out (including in respect of the Post-Carve-Out Notice Amount) in the manner prescribed in the DIP Orders.

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 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 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.