Common use of Controlled Deposit Accounts Clause in Contracts

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows: (a) All cash owned by such Lien Grantor and held in such Lien Grantor’s Deposit Accounts will be periodically transferred (in accordance with such Lien Grantor’s past practice, or more frequently as such Lien Grantor may reasonably determine) to one or more Controlled Deposit Accounts, provided that this Section 7(a) shall not apply to any cash held in a RUS Pledged Deposit Account that is required to be so held pursuant to the RUS Grant and Security Agreement or to any cash held in a Notes Escrow Account to the extent constituting Notes Escrowed Proceeds; provided further that the Deposit Account into which the “basis proceeds” in connection with the Spinoff are deposited shall not be required to be a Controlled Deposit Account until the date that is 60 days following the Sixth ARCA Effective Date (or such later date as agreed by the Collateral Agent in its discretion). Each Controlled Deposit Account will be operated as provided in Section 25. (b) In respect of each Controlled Deposit Account, the Depository Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect. (c) 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 Liens, except for (i) the Depository Bank’s right to deduct its normal operating charges and any uncollected funds previously credited thereto or as otherwise provided under applicable law and (ii) inchoate tax liens.

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows: (a) All At all times 30 days (or such longer period, not exceeding 75 days, as the Administrative Agent may approve, such approval not to be unreasonably withheld) or more after the Initial Collateral Date, all cash owned by such Lien Grantor and held (other than cash to be deposited in such Lien Grantor’s Deposit Accounts a Payroll Account) will be periodically transferred (deposited, upon or promptly after the receipt thereof, in accordance with such Lien Grantor’s past practice, or more frequently as such Lien Grantor may reasonably determine) to one or more Controlled Deposit Accounts, ; provided that this Section 7(a(i) shall not apply cash subject to any a Permitted Lien securing obligations other than Secured Obligations, (ii) cash held on deposit in a RUS Pledged Payroll Account and (iii) other cash balances aggregating not in excess of $1,000,000 may be maintained in Deposit Account that is required to be so held pursuant to the RUS Grant and Security Agreement or to any cash held in a Notes Escrow Account to the extent constituting Notes Escrowed Proceeds; provided further that the Deposit Account into Accounts which the “basis proceeds” in connection with the Spinoff are deposited shall not be required to be a Controlled Deposit Account until the date that is 60 days following the Sixth ARCA Effective Date (or such later date as agreed by the Collateral Agent in its discretion)Accounts. Each Controlled Deposit Account will be operated as provided in Section 2510. (b) In respect of each Controlled Deposit Account, the Depository Depositary Bank’s 's jurisdiction (determined as provided in Revised UCC Section 9-304) will at all times after the UCC Revision Date be a jurisdiction in which Revised Article 9 of the Uniform Commercial Code is in effect. (c) So On and after the applicable UCC Revision Date, so long as the Collateral Administrative Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no Liens, prior Liens or rights of others (except for (i) the Depository Depositary Bank’s 's right to deduct its normal operating charges and any uncollected funds previously credited thereto or as otherwise provided thereto) except Liens arising under applicable law and (ii) inchoate tax liensPermitted Specified Security Hedging Transactions.

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows: (a) Not later than 90 days from the Effective Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will, with respect to each of such Lien Grantor’s Deposit Account (other than the Excluded Accounts) enter into (and cause the relevant Depository Bank to enter into) a Deposit Account Control Agreement in respect of such Deposit Account and will deliver such Deposit Account Control Agreement to the Collateral Agent (which shall enter into the same). In connection therewith, such Lien Grantor shall caused to be delivered to the Collateral Agent an Opinion of Counsel satisfactory to the Collateral Agent as to the creation and perfection of the security interests contemplated by this sub-clause (a) and such other matters as the Collateral Agent may reasonably request. (b) All cash owned by such Lien Grantor and held in such Lien Grantor’s Deposit Accounts will be periodically transferred (deposited, upon or promptly after the receipt thereof, in accordance with such Lien Grantor’s past practice, or more frequently as such Lien Grantor may reasonably determine) to one or more Controlled Deposit Accounts, provided that this Section 7(a) shall not apply to any cash held in a RUS Pledged Deposit Account that is required to be so held pursuant to the RUS Grant and Security Agreement or to any cash held in a Notes Escrow Account to the extent constituting Notes Escrowed Proceeds; provided further that the Deposit Account into which the “basis proceeds” in connection with the Spinoff are deposited shall not be required to be a Controlled Deposit Account until the date that is 60 days following the Sixth ARCA Effective Date (or such later date as agreed by the Collateral Agent in its discretion). Each Controlled Deposit Account will be operated as provided in Section 259. (bc) In respect of each Controlled Deposit Account, the Depository 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 Uniform Commercial Code is in effect. (cd) 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 Liens, prior Liens or rights of others (except for (i) the Depository Depositary Bank’s right to deduct its normal operating charges and any uncollected funds previously credited thereto or as otherwise provided under applicable law and (ii) inchoate tax liensthereto).

Controlled Deposit Accounts. Each Lien Grantor represents, warrants and (other than NNL) covenants as follows: (a) All Such Lien Grantor covenants that, no later than March 31, 2002, it will deliver to the Collateral Agent duly executed Deposit Account Control Agreements with respect to each account agreed upon between the Collateral Agent and such Lien Grantor on or prior to March 31, 2002. Upon the occurrence and during the continuance of a Specified Event of Default, all cash owned by such Lien Grantor and held in such Lien Grantor’s Deposit Accounts will be periodically transferred (deposited, upon or promptly after the receipt thereof, in accordance with such Lien Grantor’s past practice, or more frequently as such Lien Grantor may reasonably determine) to one or more Controlled Deposit AccountsAccounts or, provided that this Section 7(a) shall not apply with respect to NNL only, in accordance with any cash held in other Security Document to which NNL is a RUS Pledged Deposit Account that is required to be so held pursuant to party containing provisions governing the RUS Grant and Security Agreement or to any cash held in a Notes Escrow Account to the extent constituting Notes Escrowed Proceeds; provided further that the Deposit Account into which the “basis proceeds” in connection with the Spinoff are deposited shall not be required to be a Controlled Deposit Account until the date that is 60 days following the Sixth ARCA Effective Date (or deposit of such later date as agreed by the Collateral Agent in its discretion)cash. Each Controlled Deposit Account will be operated as provided in Section 2510. (b) In Such Lien Grantor covenants that, in respect of each Controlled Deposit Account, the Depository Depositary Bank’s 's jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code (including without limitation the UCC) is in effect. (c) So Such Lien Grantor covenants that, 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 Liens, prior Liens or rights of others (except for (i) the Depository Depositary Bank’s 's right to deduct its normal operating charges and any uncollected funds previously credited thereto or as otherwise provided under applicable law and (iithereto) inchoate other than tax liens, judgment liens, put/call arrangements and Liens existing on the date of this Agreement that are Permitted Liens.

Controlled Deposit Accounts. Each Lien Grantor The Company represents, warrants and covenants as follows: (a) All cash owned by such Lien Grantor and held the Company shall be deposited, upon or promptly after the receipt thereof, in such Lien Grantor’s Deposit Accounts will be periodically transferred (in accordance with such Lien Grantor’s past practice, or more frequently as such Lien Grantor may reasonably determine) to one or more Controlled Deposit Accounts, ; provided that this Section 7(a12(a) shall not apply to any cash held maintained in a RUS Pledged (i) any Deposit Account that is required to be so held pursuant to the RUS Grant and Security Agreement or to any cash held in a Notes Escrow Account to the extent constituting Notes Escrowed Proceedsthat 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 the Company in all its Deposit Accounts (other than Deposit Accounts that satisfy the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)) that are not Controlled Deposit Accounts shall not at any time be in excess of $10,000,000 and (ii) any Deposit Account into which that satisfies the “basis proceeds” applicable conditions set forth in connection with clauses (E), (F) and (G) of the Spinoff are deposited shall not be required to be a proviso at the end of Section 3(a). (b) Schedule 6 lists, as of the Effective Date, all Controlled Deposit Account until the date that is 60 days following the Sixth ARCA Effective Date Accounts. (or such later date as agreed by the Collateral Agent in its discretion). c) Each Controlled Deposit Account will be operated as provided in Section 2513. (bd) In respect of each Controlled Deposit Account, the Depository Depositary Bank’s 's jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect. (ce) 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 Liens, prior Liens or rights of others (except for (i) the Depository Depositary Bank’s 's right to deduct its normal customary operating charges and any uncollected funds previously credited thereto or as otherwise provided under applicable law and (ii) inchoate tax liensPermitted Priority Liens). (f) It will provide the Agent with prompt written notice (and in any case within 20 days) of the opening of any new Deposit Account and any such notice shall be deemed to be an automatic amendment to Schedule 3 hereto.