Common use of Prepaid Fee and Royalty Account Clause in Contracts

Prepaid Fee and Royalty Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "Prepaid Fee and Royalty Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Prepaid Fee and Royalty Account. The Trustee shall deposit to the Prepaid Fee and Royalty Account the amounts referred to in Section 13.1(a). If the bank with which the Prepaid Fee and Royalty Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Prepaid Fee and Royalty Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Prepaid Fee and Royalty Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Prepaid Fee and Royalty Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Prepaid Fee and Royalty Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Prepaid Fee and Royalty Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Prepaid Fee and Royalty Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Prepaid Fee and Royalty Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Prepaid Fee and Royalty Account shall be subject to withdrawal pursuant to this Indenture.

Prepaid Fee and Royalty Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "“Prepaid Fee and Royalty Account"”), which shall be in the name of the Trustee "“as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes," ” and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Prepaid Fee and Royalty Account. The Trustee shall deposit to the Prepaid Fee and Royalty Account the amounts referred to in Section 13.1(a). If the bank with which the Prepaid Fee and Royalty Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Prepaid Fee and Royalty Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Prepaid Fee and Royalty Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Prepaid Fee and Royalty Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Prepaid Fee and Royalty Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Prepaid Fee and Royalty Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Prepaid Fee and Royalty Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Prepaid Fee and Royalty Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Prepaid Fee and Royalty Account shall be subject to withdrawal pursuant to this Indenture.