Common use of Controlled Deposit Accounts Clause in Contracts

Controlled Deposit Accounts. (a) Within 60 days after the date hereof (or such longer period as may be agreed by the Collateral Agent in its sole discretion), each applicable Grantor agrees to use commercially reasonable efforts to enter into control agreements with the relevant account bank with respect to each Deposit Account that is subject to a control agreement on the date hereof pursuant to the ABL Credit Agreement which control agreements shall (i) name each of the Collateral Agent and Deutsche Bank AG New York Branch as secured parties and (ii) replace the existing control agreement with respect to such Deposit Account. (b) Following the Discharge of ABL Obligations, each Grantor agrees within 60 days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) to cause account control agreements to be entered into with the relevant account banks so that the Collateral Agent has “control” of any Deposit Account (other than any Excluded Account) with an average daily balance greater than $1,000,000, to the extent any such Deposit Account is not then subject to a control agreement entered into in accordance with clause (a) of this Section 3.12. (c) If, prior to the Discharge of the ABL Obligations, any Grantor shall subsequently acquire any Deposit Account that is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Grantor shall use commercially reasonable efforts to ensure that such control agreement names each of the Collateral Agent and Deutsche Bank AG New York Branch as secured parties. If, following the Discharge of ABL Obligations, any Grantor shall subsequently acquire any Deposit Account (other than any Excluded Account), with an average daily balance greater than $1,000,000, such Grantor shall comply with the provisions of clause (b) of this Section 3.12 within 60 days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) of acquiring such Deposit Account.

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows: (a) Within 60 days All cash owned by such Lien Grantor (other than cash in any Excluded Deposit Account and all cash and cash equivalents held in payroll, withholding tax and other fiduciary accounts in accordance with clause (d) below) will be deposited, upon or promptly after the date hereof receipt thereof, in one or more Controlled Deposit Accounts (or such longer period as may provided, however, that the applicable Lien Grantor shall not be agreed by required to sweep funds from the Collateral Agent in its sole discretion), each applicable Grantor agrees ATS Lockbox Account to use commercially reasonable efforts to enter into control agreements with the relevant account bank with respect to each a Controlled Deposit Account that is subject to a control agreement on the date hereof pursuant to the ABL Credit Agreement which control agreements shall (i) name each of the Collateral Agent and Deutsche Bank AG New York Branch no more frequently than twice per week). Each Controlled Deposit Account will be operated as secured parties and (ii) replace the existing control agreement with respect to such Deposit Accountprovided in Section 11. (b) Following In respect of each Controlled Deposit Account, the Discharge Depositary Bank's jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of ABL Obligations, each Grantor agrees within 60 days (or such longer period as may be agreed by the Collateral Agent Uniform Commercial Code is in its sole discretion) to cause account control agreements to be entered into with the relevant account banks so that the Collateral Agent has “control” of any Deposit Account (other than any Excluded Account) with an average daily balance greater than $1,000,000, to the extent any such Deposit Account is not then subject to a control agreement entered into in accordance with clause (a) of this Section 3.12effect. (c) IfSo long as the Collateral Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (other than (i) the applicable Depositary Bank's right to deduct and setoff from such Controlled Deposit Account its normal operating charges, the Discharge amount of the ABL Obligationsany overdrafts and uncollected funds previously credited, any Grantor shall subsequently acquire in each case, in respect of any Deposit Account of any Lien Grantor that is required to be subject to a control agreement pursuant to maintained with such Depositary Bank and (ii) if the terms Intercreditor Agreement is in effect, Permitted Liens described in clause (16) or (17) of the ABL Credit Agreement, such Grantor shall use commercially reasonable efforts to ensure definition thereof that such control agreement names each secure any First Priority Claims and rights of the First Priority Lenders). (d) No Lien Grantor will maintain funds in accounts other than the Collateral Agent and Deutsche Bank AG New York Branch as secured parties. If, following Accounts or the Discharge of ABL Obligations, any Grantor shall subsequently acquire any Excluded Deposit Account Accounts (other than any Excluded (i) lockbox or similar accounts, Deposit Accounts or Securities Accounts the aggregate closing balance of which does not exceed $100,000 and (ii) the ATS Lockbox Account)) except for the purposes specified in the next sentence. The Lien Grantors shall be permitted to transfer funds to payroll, withholding tax and other fiduciary accounts of the Lien Grantors solely to the extent required to cover immediate disbursement needs in respect to employee payroll incurred and paid in the ordinary course of business and in accordance with past practice, and, with an average daily balance greater than $1,000,000respect to fiduciary and withholding tax accounts, solely to the extent necessary to meet legal requirements in respect of such Grantor shall comply with the provisions of clause (b) of this Section 3.12 within 60 days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) of acquiring such Deposit Accountpayroll.

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows: (a) Within 60 days All cash owned by each Lien Grantor shall be deposited, upon or promptly after the date hereof receipt thereof, in one or more Controlled Deposit Accounts; provided that this Section 12(a) shall not apply to any cash maintained in (i) any Deposit Account to the extent that the average daily balance of cash held in such Deposit Account, as determined on a monthly basis, does not exceed $5,000,000; and provided further that the aggregate amount of cash maintained by all Lien Grantors in all Deposit Accounts (other than Deposit Accounts described in clause (ii) or such longer period as may (iii) below) that are not Controlled Deposit Accounts shall not at any time be agreed by the Collateral Agent in its sole discretion)excess of $10,000,000, each applicable Grantor agrees to use commercially reasonable efforts to enter into control agreements with the relevant account bank with respect to each (ii) any Deposit Account that is subject to a control agreement on satisfies the date hereof pursuant to the ABL Credit Agreement which control agreements shall applicable conditions set forth in clauses (iE), (F) name each and (G) of the Collateral Agent proviso at the end of Section 3(a) or (iii) any Deposit Account consisting solely of cash collected and Deutsche Bank AG New York Branch as secured parties held by such Lien Grantor on behalf and (ii) replace for the existing control agreement with respect to such Deposit Accountbenefit of Insurance Subsidiaries. (b) Following (i) Schedule 6 lists, as of the Discharge of ABL ObligationsEffective Date, all Controlled Deposit Accounts, (ii) each Grantor agrees within 60 days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) to cause account control agreements to be entered into with the relevant account banks so that the Collateral Agent has “control” of any Controlled Deposit Account will be operated as provided in Section 13, and (other than any Excluded Accountiii) with an average daily balance greater than $1,000,000, except to the extent any such Deposit Account is not then subject to a control agreement entered into in accordance with required by clause (a) above, it will provide the Agent with prompt written notice that any Account meets the requirements of this Section 3.12a Controlled Deposit Account, any such notice shall be deemed an automatic amendment to Schedule 6 hereto to include such Account, and such Lien Grantor shall enter into an Account Control Agreement with respect to such Account within 30 days of such Account meeting such requirements (unless the Agent, in its discretion, shall have agreed in writing to a longer period). (c) IfIn respect of each Controlled Deposit Account, the Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 is in effect. (d) So long as the Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (except (i) the Depositary Bank’s right to deduct its customary operating charges and any uncollected funds previously credited thereto and (ii) Permitted Priority Liens). (e) Each Lien Grantor will provide the Discharge Agent with prompt written notice (and in any case within 20 days) of the ABL Obligations, opening of any Grantor shall subsequently acquire any new Deposit Account that is required and any such notice shall be deemed to be subject an automatic amendment to a control agreement pursuant to the terms of the ABL Credit Agreement, such Grantor shall use commercially reasonable efforts to ensure that such control agreement names each of the Collateral Agent and Deutsche Bank AG New York Branch as secured parties. If, following the Discharge of ABL Obligations, any Grantor shall subsequently acquire any Deposit Account (other than any Excluded Account), with an average daily balance greater than $1,000,000, such Grantor shall comply with the provisions of clause (b) of this Section 3.12 within 60 days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) of acquiring such Deposit AccountSchedule 3 hereto.

Controlled Deposit Accounts. (ai) Within 60 days after the date hereof Such Lien Grantor covenants that, no later than April 30, 2006 (or such longer period later date as may be agreed by to which the Collateral Agent may consent in its sole discretion), each applicable Grantor agrees it will deliver to use commercially reasonable efforts to enter into control agreements with the relevant account bank Collateral Agent duly executed Deposit Account Control Agreements with respect to each account listed on Schedule 5, each of which is held at a depository institution whose jurisdiction is in the United States as determined pursuant to UCC Section 9-304. Each Lien Grantor agrees that the Deposit Account that Accounts listed on Schedule 5 are the principal cash management Deposit Accounts of the Lien Grantors with Depositary Banks whose jurisdictions are in the United States. Upon the occurrence and during the continuance of a Specified Event of Default, all cash owned by such Lien Grantor (other than cash which is subject to a control agreement Lien incurred in reliance on Section 19(e)) will be deposited, upon or promptly after the date hereof pursuant to the ABL Credit Agreement which control agreements shall (i) name each of the Collateral Agent and Deutsche Bank AG New York Branch receipt thereof, in one or more Controlled Deposit Accounts. Each Controlled Deposit Account will be operated as secured parties and provided in Section 9. (ii) replace the existing control agreement with Such Lien Grantor covenants that, in respect to such of each Controlled Deposit Account, the Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the UCC is in effect. (biii) Following the Discharge of ABL ObligationsSuch Lien Grantor covenants that, each Grantor agrees within 60 days (or such longer period so long as may be agreed by the Collateral Agent in its sole discretion) to cause account control agreements to be entered into with the relevant account banks so that the Collateral Agent has “control” Control of any a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (except the Depositary Bank’s rights of set-off and right to deduct its normal operating charges and fees and any uncollected funds previously credited thereto) other than any Excluded Account) with an average daily balance greater than $1,000,000, to Liens existing on the extent any such Deposit Account is not then subject to a control agreement entered into in accordance with clause (a) date of this Section 3.12Agreement that are Permitted Liens. (civ) IfSuch Lien Grantor covenants that, prior if such Lien Grantor opens a new Deposit Account with a Depositary Bank whose jurisdiction is in the United States (determined as provided in UCC Section 9-304) that it intends to use as a principal cash management account for the Discharge of the ABL ObligationsNNC Companies (taken as a whole) as determined by such Lien Grantor in good faith, any such Lien Grantor shall subsequently acquire any Deposit Account that is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Grantor shall use commercially reasonable efforts to ensure that such control agreement names each of promptly notify the Collateral Agent thereof and Deutsche Bank AG New York Branch as secured parties. If, following the Discharge of ABL Obligations, any Grantor shall subsequently acquire any Deposit Account (other than any Excluded Account), with an average daily balance greater than $1,000,000, such Grantor shall comply with the provisions of clause (b) of this Section 3.12 within 60 days (or such longer period as may be agreed by will deliver to the Collateral Agent a duly executed Deposit Account Control Agreement with respect thereto; provided that such Lien Grantor shall not be deemed in its sole discretionbreach of this covenant if any such agreement shall fail to be finalized solely other than as a result of any action or inaction on the part of such Lien Grantor. (v) Except as permitted by Section 19, such Lien Grantor shall not transfer cash out of acquiring any Controlled Deposit Account for the principal purpose of preventing the Collateral Agent from having a perfected lien in such cash (it being understood that nothing herein shall prevent any Lien Grantor from withdrawing cash from any Controlled Deposit AccountAccount for any other purpose).

Controlled Deposit Accounts. Each Lien Grantor covenants as follows: (a) Within 60 days after the date hereof Such Lien Grantor covenants that, no later than April 30, 2006 (or such longer period later date as may be agreed by to which the Collateral Agent may consent in its sole discretion), each applicable Grantor agrees it will deliver to use commercially reasonable efforts to enter into control agreements with the relevant account bank Collateral Agent duly executed Deposit Account Control Agreements with respect to each account listed on Schedule 5. Each Lien Grantor agrees that the Deposit Account that Accounts listed on Schedule 5 are the principal cash management Deposit Accounts of the Lien Grantors with Depositary Banks’ whose jurisdictions are in the United States. Upon the occurrence and during the continuance of a Specified Event of Default, all cash owned by such Lien Grantor (other than cash which is subject to a control agreement Lien incurred in reliance on Section 19(e)) will be deposited, upon or promptly after the date hereof pursuant to the ABL Credit Agreement which control agreements shall (i) name each of the Collateral Agent and Deutsche Bank AG New York Branch receipt thereof, in one or more Controlled Deposit Accounts. Each Controlled Deposit Account will be operated as secured parties and (ii) replace the existing control agreement with respect to such Deposit Accountprovided in Section 9. (b) Following Such Lien Grantor covenants that, in respect of each Controlled Deposit Account, the Discharge Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of ABL Obligations, each Grantor agrees within 60 days the Uniform Commercial Code (or such longer period as may be agreed by including without limitation the Collateral Agent UCC) is in its sole discretion) to cause account control agreements to be entered into with the relevant account banks so that the Collateral Agent has “control” of any Deposit Account (other than any Excluded Account) with an average daily balance greater than $1,000,000, to the extent any such Deposit Account is not then subject to a control agreement entered into in accordance with clause (a) of this Section 3.12effect. (c) IfSuch Lien Grantor covenants that, prior to the Discharge of the ABL Obligations, any Grantor shall subsequently acquire any Deposit Account that is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Grantor shall use commercially reasonable efforts to ensure that such control agreement names each of so long as the Collateral Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (except the Depositary Bank’s rights of set-off and Deutsche right to deduct its normal operating charges and fees and any uncollected funds previously credited thereto) other than Liens existing on the date of this Agreement that are Permitted Liens. (d) Such Lien Grantor covenants that, if such Lien Grantor opens a new Deposit Account with a Depositary Bank AG New York Branch whose jurisdiction is in the United States (determined as secured parties. Ifprovided in UCC Section 9-304) that it intends to use as a principal cash management account for the NNC Companies (taken as a whole) as determined by such Lien Grantor in good faith, following the Discharge of ABL Obligations, any such Lien Grantor shall subsequently acquire any Deposit Account (other than any Excluded Account), with an average daily balance greater than $1,000,000, such Grantor shall comply with the provisions of clause (b) of this Section 3.12 within 60 days (or such longer period as may be agreed by promptly notify the Collateral Agent thereof and will deliver to the Collateral Agent a duly executed Deposit Account Control Agreement with respect thereto; provided that such Lien Grantor shall not be deemed in its sole discretionbreach of this covenant if any such agreement shall fail to be finalized solely other than as a result of any action or inaction on the part of such Lien Grantor. (e) Except as permitted by Section 19, such Lien Grantor shall not transfer cash out of acquiring any Controlled Deposit Account for the principal purpose of preventing the Collateral Agent from having a perfected lien in such cash (it being understood that nothing herein shall prevent any Lien Grantor from withdrawing cash from any Controlled Deposit AccountAccount for any other purpose).

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows: (a) Within 60 days All cash owned by each Lien Grantor shall be deposited, upon or promptly after the date hereof receipt thereof, in one or more Controlled Deposit Accounts; provided that this Section 12(a) shall not apply to any cash maintained in (i) any Deposit Account to the extent that the average daily balance of cash held in such Deposit Account, as determined on a monthly basis, does not exceed $5,000,000; and provided further that the aggregate amount of cash maintained by all Lien Grantors in all Deposit Accounts (other than Deposit Accounts described in clause (ii) or such longer period as may (iii) below) that are not Controlled Deposit Accounts shall not at any time be agreed by the Collateral Agent in its sole discretion)excess of $10,000,000, each applicable Grantor agrees to use commercially reasonable efforts to enter into control agreements with the relevant account bank with respect to each (ii) any Deposit Account that is subject to a control agreement on satisfies the date hereof pursuant to the ABL Credit Agreement which control agreements shall applicable conditions set forth in clauses (iE), (F) name each and (G) of the Collateral Agent proviso at the end of Section 3(a) or (iii) any Deposit Account consisting solely of cash collected and Deutsche Bank AG New York Branch as secured parties held by such Lien Grantor on behalf and (ii) replace for the existing control agreement with respect to such Deposit Accountbenefit of Insurance Subsidiaries. (b) Following (i) Schedule 6 lists, as of the Discharge of ABL ObligationsIssue Date, all Controlled Deposit Accounts, (ii) each Grantor agrees within 60 days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) to cause account control agreements to be entered into with the relevant account banks so that the Collateral Agent has “control” of any Controlled Deposit Account will be operated as provided in Section 13, and (other than any Excluded Accountiii) with an average daily balance greater than $1,000,000, except to the extent any such Deposit Account is not then subject to a control agreement entered into in accordance with required by clause (a) above, it will provide the Collateral Agent with prompt written notice that any Account meets the requirements of this Section 3.12a Controlled Deposit Account, any such notice shall be deemed an automatic amendment to Schedule 6 hereto to include such Account, and such Lien Grantor shall enter into an Account Control Agreement with respect to such Account within 30 days of such Account meeting such requirements (unless the Agent under the Credit Agreement, in its discretion, shall have agreed in writing to a longer period). (c) IfIn respect of each Controlled Deposit Account, prior to the Discharge of the ABL Obligations, any Grantor shall subsequently acquire any Deposit Account that Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Grantor shall use commercially reasonable efforts to ensure that such control agreement names each of in effect. (d) So long as the Collateral Agent and Deutsche Bank AG New York Branch as secured parties. Ifhas Control of a Controlled Deposit Account, following the Discharge of ABL Obligations, any Grantor shall subsequently acquire any Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (other than except (i) the Depositary Bank’s right to deduct its customary operating charges and any Excluded Accountuncollected funds previously credited thereto and (ii) Permitted Priority Liens), with an average daily balance greater than $1,000,000, such . (e) Each Lien Grantor shall comply with the provisions of clause (b) of this Section 3.12 within 60 days (or such longer period as may be agreed by will provide the Collateral Agent with prompt written notice (and in its sole discretionany case within 20 days) of acquiring the opening of any new Deposit Account and any such Deposit Accountnotice shall be deemed to be an automatic amendment to Schedule 3 hereto.