Common use of Control Accounts; Approved Deposit Accounts Clause in Contracts

Control Accounts; Approved Deposit Accounts. (a) Such Grantor shall (i) deposit in an Approved Deposit Account all cash received by such Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that any Grantor may maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender in Deposit Accounts that are not Approved Deposit Accounts. (b) Such Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt. (c) In the event (i) such Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Agent determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) Such Grantor shall (i) deposit in an Approved Deposit Account all cash received by such Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that any Grantor may (i) maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender and (ii) maintain other accounts so long as the aggregate balance in Deposit Accounts that are all such accounts does not Approved Deposit Accountsexceed $5,000,000. (b) Such Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt. (c) In the event (i) such Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Agent determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) Such The Grantor shall use its best efforts to get control agreements on all accounts within 30 days of the date hereof, and shall (i) deposit in an Approved Deposit Account all cash received by such the Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate affiliate of a Lender; provided, however, that any Grantor may maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender in Deposit Accounts that are not Approved Deposit Accounts. (b) Such The Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such the Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such the Grantor from any other Person immediately upon receipt. (c) In the event (i) such the Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent Lender shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Agent Lender determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such the Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent Lender agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) Such Grantor FCMC shall (i) deposit in an Approved Deposit Account all cash received by such GrantorFCMC, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender the Administrative Agent or an Affiliate affiliate of a Lender; provided, however, that any Grantor may maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender in Deposit Accounts that are not Approved Deposit Accountsthe Administrative Agent. (b) Such Grantor FCMC shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor FCMC under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor FCMC from any other Person immediately upon receipt. (c) In the event (i) such Grantor FCMC or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Agent determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor FCMC agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) Such Grantor shall will (i) deposit in an Approved Deposit Account all cash received by such Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that any Grantor may (x) maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender and (y) maintain other accounts so long as the aggregate balance in Deposit Accounts that are all such accounts does not Approved Deposit Accountsexceed $100,000. (b) Such Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall will deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt. (c) In the event (i) such Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, Agreement or (iii) the Administrative Agent determines in its sole good faith discretion discretion, exercised reasonably, that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) Such Grantor shall (i) deposit in an Approved Deposit Account all cash received by such Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that any Grantor may (i) maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender and (ii) maintain other accounts so long as the aggregate balance in Deposit Accounts that are all such accounts does not Approved Deposit Accountsexceed $5,000,000. (b) Such Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt. (c) In the event (i) such Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Collateral Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Collateral Agent determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) Such Grantor The Borrower shall, and shall cause each other Loan Party to, (i) deposit in an Approved Deposit Account all cash received by such Grantorthey receive, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that any Grantor the Borrower and each other Loan Party may (i) maintain payroll, withholding tax tax, remediation trust and other fiduciary accounts, (ii) maintain accounts with a Lender or an Affiliate of a Lender the Administrative Agent, (iii) maintain “Collateral Accounts” as defined in Deposit Accounts that are and to the extent required by the New Senior Secured Note Indenture and (iv) maintain other accounts as long as the aggregate balance in all such accounts does not Approved Deposit Accountsexceed $1,500,000. (b) Such Grantor The Borrower shall, and shall cause each other Loan Party to, (i) instruct each Account Debtor or other Person obligated to make a payment to such Grantor any of them under a any Account or General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall (ii) deposit in an Approved Deposit Account promptly (but in any case, within 1 Business Day) upon receipt all Proceeds of such Accounts and General Intangibles received by such Grantor the Borrower or any other Loan Party from any other Person immediately upon receiptPerson. (c) In the event (i) such Grantor the Borrower, any other Loan Party or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereofEffective Date, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each other Loan Party to, notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) the Borrower, any other Loan Party or any Approved Securities Intermediary shall, after the Effective Date, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Securities Account Control Agreement, Agreement or (iii) the Administrative Agent determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to the Borrower shall, and shall cause each other Loan Party to, notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (de) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and securities intermediaries as it in its sole discretion shall determine. The Borrower agrees that it each such Cash Collateral Account shall not provide any instruction be under the sole dominion and control of the Administrative Agent and that the Administrative Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Approved Deposit Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during a Cash Dominion Period or Control Account unless during the continuance of Default or an Event of Default has occurred Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and is continuingthe payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(e) (Mandatory Prepayments).

Control Accounts; Approved Deposit Accounts. (a) Such Grantor The Borrower shall, and shall cause each other Loan Party to, (i) deposit in an Approved Deposit Account all cash received by such Grantorthey receive, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that any Grantor the Borrower and each other Loan Party may (i) maintain payroll, withholding tax and other fiduciary accounts, (ii) maintain accounts with a Lender or an Affiliate of a Lender the Administrative Agent, (iii) maintain “Collateral Accounts” as defined in Deposit Accounts that are and to the extent required by the New Senior Secured Note Indenture and (iv) maintain other accounts as long as the aggregate balance in all such accounts does not Approved Deposit Accountsexceed $1,000,000. (b) Such Grantor The Borrower shall, and shall cause each other Loan Party to, (i) instruct each Account Debtor or other Person obligated to make a payment to such Grantor any of them under a any Account or General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall (ii) deposit in an Approved Deposit Account promptly (but in any case, within 1 Business Day) upon receipt all Proceeds of such Accounts and General Intangibles received by such Grantor the Borrower or any other Loan Party from any other Person immediately upon receiptPerson. (c) In the event (i) such Grantor the Borrower, any other Loan Party or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereofEffective Date, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each other Loan Party to, notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) the Borrower, any other Loan Party or any Approved Securities Intermediary shall, after the Effective Date, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Securities Account Control Agreement, Agreement or (iii) the Administrative Agent determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to the Borrower shall, and shall cause each other Loan Party to, notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (de) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and securities intermediaries as it in its sole discretion shall determine. The Borrower agrees that it each such Cash Collateral Account shall not provide any instruction be under the sole dominion and control of the Administrative Agent and that the Administrative Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Approved Deposit Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during a Cash Dominion Period or Control Account unless during the continuance of Default or an Event of Default has occurred Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and is continuingthe payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(d) (Mandatory Prepayments).

Control Accounts; Approved Deposit Accounts. (a) Such Grantor Loan Party shall use its best efforts to get control agreements on all accounts within 30 days of the date hereof, and shall (i) deposit in an Approved Deposit Account all cash received by such GrantorLoan Party, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate affiliate of a Lender; provided, however, that any Grantor Loan Party may maintain payroll, withholding tax and other fiduciary accounts with a Lender or an Affiliate of a Lender affiliate thereof in Deposit Accounts that are not Approved Deposit Accounts. (b) Such Grantor Loan Party shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor Loan Party under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor Loan Party from any other Person immediately upon receipt. (c) In the event (i) such Grantor Loan Party or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent Lender shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Agent Lender determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Grantor Loan Party agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent Lender agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of a Forbearance Default has occurred and is continuing.