Common use of Controlled Accounts Clause in Contracts

Controlled Accounts. (i) Each Grantor shall (A) establish and maintain cash management services at one or more of the banks set forth on Schedule 8 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) 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 of their Collections (including those sent directly by their Account Debtors to a Grantor) into one or more bank accounts of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Subject to Section 30, each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent, or its sub-agent in accordance with Section 29 hereof, and the applicable Controlled Account Bank granting the Collateral Agent with “control” (as such term is used in Articles 8 and 9 of the Code) over each such Controlled Account. (iii) So long as no Default or Event of Default has occurred and is continuing, any Grantor may add or replace a Controlled Account Bank or Controlled Account; provided, however, that prior to, or substantially concurrently with, the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Controlled Account Agreement. (iv) Notwithstanding the foregoing, except during the occurrence and continuance of an Event of Default and then upon request of Collateral Agent, no Control Agreement or Controlled Account Agreement shall be required with respect to any Excluded Account.

Controlled Accounts. (i) Each Grantor shall (A) establish and maintain cash management services at one or more of the banks set forth on Schedule 8 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) 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 of their Collections (including those sent directly by their Account Debtors to a Grantor) into one or more bank accounts of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Subject to Section 3026, each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent, or its sub-agent in accordance with Section 29 hereof, Agent and the applicable Controlled Account Bank granting the Collateral Agent with “control” (as such term is used in Articles 8 and 9 of the Code) over each such Controlled Account. (iii) So long as no Default or Event of Default has occurred and is continuing, any Grantor may add or replace a Controlled Account Bank or Controlled Account; provided, however, that prior to, or substantially concurrently with, the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Controlled Account Agreement. (iv) Notwithstanding the foregoing, except during the occurrence and continuance of an Event of Default and then upon request of Collateral Agent, no Control Agreement or Controlled Account Agreement shall be required with respect to any Excluded Account.