Common use of Special Accounts Clause in Contracts

Special Accounts. Borrower shall maintain two (2) segregated interest bearing accounts (collectively, the "Special Accounts") with a federally insured bank approved by Lender, as provided herein. Such bank, Borrower and Lender shall enter into an account agreement acceptable to Lender, which includes the bank's waiver of any right of set off and grants to. Lender the exclusive right to withdraw all funds in the Special Accounts upon an Event of Default under the Loan Documents. Borrower shall deliver to Lender within thirty (30) days after the end of each calendar quarter, an accounting of all deposits and withdrawals of each of the Special Accounts. The Special Accounts shall consist of the Operating Cash Flow Account, and the Management Fee Account as follows: 5.6.1 Prior to the commencement of the Permanent Term, Borrower shall deposit all of Borrower's Cash Flow into an account (the "Operating Cash Flow Account"). Borrower shall have no right to make withdrawals from the Operating Cash Flow Account prior to the Permanent Term. So long as there is no Event of Default or Incipient Default of which Lender has notified Borrower under the Loan Documents, on the first day of the Permanent Term (or, if such funds may not be withdrawn due to the existence of an Incipient Default which is thereafter cured, then on the date such Incipient Default is cured), Borrower may withdraw all amounts previously deposited in the Operating Cash Flow Account. 5.6.2 As more fully set forth in paragraph 5.5.1, prior to the thirteenth (13th) full calendar month after the commencement of the Permanent Term, Borrower shall deposit within an account (the "Management Fee Account") any fees for the operation and management of the Project and fees for consulting services rendered in connection therewith. So long as there is no Event of Default or Incipient Default of which Lender notified Borrower under the Loan Documents, on the first day of the Permanent Term (or if such funds may not be withdrawn due to the existence of an Incipient Default which is thereafter cured, then on the date such Incipient Default is cured) Borrower may withdraw all amounts previously deposited in the Management Fee Account.

Special Accounts. (a) The Administrative Agent has established (i) a deposit account in the name of the Borrower at GSCP designated as "GRANITE BROADCASTING CORPORATION INTEREST RESERVE ACCOUNT" (the "INTEREST RESERVE ACCOUNT"), and (ii) a deposit account in the name of the Borrower at GSCP designated as "GRANITE BROADCASTING CORPORATION KNTV RESERVE ACCOUNT" (the "KNTV RESERVE ACCOUNT" and together with the Interest Reserve Account, the "RESERVE ACCOUNTS"), which accounts shall be at all times under the Tranche B Collateral Agent's sole dominion and control. Without limiting the foregoing, funds on deposit in any Reserve Account shall bear interest at a rate which is set monthly by the Administrative Agent and which is equal to the one month Eurodollar Rate in effect at the time such rate is set, LESS 0.20%; PROVIDED, HOWEVER, that no Agent shall have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any of the funds held in any Reserve Account at any time prior to the payment in full of all then outstanding and payable Obligations except as provided in this SECTION 2.12 with respect to the application thereof. (i) On the Effective Date, the Borrower shall maintain direct the Administrative Agent to deposit proceeds of the Tranche B Loan in an amount equal to $17,500,000 into the Interest Reserve Account. In addition, the Interest Reserve Account shall be funded from time to time as required by SECTION 7.12. (ii) At any time that the Obligations have not been accelerated pursuant to SECTION 9.2, the Borrower shall be entitled to direct that the Administrative Agent draw from the Interest Reserve Account in order to make a forthcoming interest payment on the Tranche B Loans; PROVIDED, that (A) no later than five (5) Business Days prior to the date an interest payment is due and payable the Borrower shall provide written notice to the Administrative Agent, the Tranche B Collateral Agent and each Tranche B Lender stating that it intends to draw on the Interest Reserve Account to make the forthcoming interest payment, the amount to be drawn and the amount then on deposit in the Interest Reserve Account, together with all other information and documents reasonably requested by the Administrative Agent or any Tranche B Lender and (B) there are sufficient funds then on deposit in the Interest Reserve Account to allow such withdrawal to be made. Provided that the foregoing conditions have been satisfied, no later than two (2) segregated Business Days prior to the date such interest bearing accounts (collectivelypayment is due and payable, the "Special Accounts") with a federally insured bank approved by LenderTranche B Collateral Agent shall direct the Administrative Agent to apply funds on deposit in the Interest Reserve Account, in the amount stated in the foregoing notice, to be paid ratably to the Tranche B Lenders on the date the next interest payment on the Tranche B Loans is due, in satisfaction of the interest payment (or part thereof), as provided herein. Such bank, Borrower and Lender directed by the Borrower. (i) The KNTV Reserve Account shall enter into an account agreement acceptable be funded pursuant to Lender, which includes the bank's waiver of any right of set off and grants to. Lender the exclusive right to withdraw all funds in the Special Accounts upon SECTION 4.13. (ii) Unless an Event of Default under the Loan Documents. Borrower shall deliver to Lender within thirty (30) days after the end of each calendar quarter, an accounting of all deposits and withdrawals of each of the Special Accounts. The Special Accounts shall consist of the Operating Cash Flow Account, and the Management Fee Account as follows: 5.6.1 Prior to the commencement of the Permanent Term, Borrower shall deposit all of Borrower's Cash Flow into an account (the "Operating Cash Flow Account"). Borrower or a KNTV Trigger Event shall have occurred and be continuing no right to make withdrawals from the Operating Cash Flow Account later than five (5) Business Days prior to the Permanent Term. So long as there date the 2003 NBC Affiliation Payment is no Event of Default or Incipient Default of which due and payable, the Borrower shall provide to the Administrative Agent, the Tranche B Collateral Agent and each Tranche B Lender has notified Borrower under the Loan Documents, on the first day written notice of the Permanent Term impending payment date and payment amount, together with all other information and documents reasonably requested by the Administrative Agent or any Tranche B Lender. No later than three (or, if such funds may not be withdrawn due 3) Business Days prior to the existence of an Incipient Default which date the 2003 NBC Affiliation Payment is thereafter cureddue and payable, then the Tranche B Collateral Agent shall direct the Administrative Agent to apply funds on the date such Incipient Default is cured), Borrower may withdraw all amounts previously deposited deposit in the Operating Cash Flow KNTV Reserve Account, in an amount equal to the 2003 NBC Affiliation Payment to be paid directly to NBC in respect of the Borrower's obligations under Section 4(a) of the KNTV Affiliation Agreement. 5.6.2 As more fully (iii) In the event NBC elects to exercise its special termination right pursuant to Section 21 of the Network Affiliation Agreement, the Tranche B Collateral Agent shall immediately direct the Administrative Agent to transfer the balance of funds in the KNTV Reserve Account into the Interest Reserve Account, to be applied as provided in CLAUSE (B)(II) above. (d) For greater certainty, the Borrower acknowledges and agrees that funds in any Reserve Account, including without limitation any Interest Reserve Account, are held as collateral for all Obligations, including without limitation any outstanding principal amount thereof, and shall be applied to the payment of Obligations as set forth in paragraph 5.5.1, prior to the thirteenth (13th) full calendar month after the commencement of the Permanent Term, Borrower shall deposit within an account (the "Management Fee Account") any fees for the operation and management of the Project and fees for consulting services rendered in connection therewith. So long as there is no Event of Default or Incipient Default of which Lender notified Borrower under the Loan Documents, on the first day of the Permanent Term (or if such funds may not be withdrawn due to the existence of an Incipient Default which is thereafter cured, then on the date such Incipient Default is cured) Borrower may withdraw all amounts previously deposited in the Management Fee AccountSECTION 2.10(B).

Special Accounts. After delivery of a Cash Collateralization Notice, upon collection of Remittances and other proceeds of Receivables, other Collateral, the Premises and any other security for the Obligations from (a) the Parent Locked Box, Bank shall deposit the same in an account to be established at Bank for Remittances and other proceeds of Receivables, other Collateral, the Premises and any other security for the Obligations of the Parent (the "Parent Special Account"), and (b) the Bliss Locked Box, Bank shall deposit the same in an account to be established at Bank for Remittances and other proceeds of Receivables, other Collateral, the Premises and any other security for the Obligations of Bliss (the "Bliss Special Account") . Prior to, on and after the date a Cash Collateralization Notice shall have been delivered, any Remittance or other proceeds of Receivables, other Collateral, the Premises or other security for the Obligations received by either Borrower shall maintain two (2) segregated interest bearing accounts (collectivelybe deemed held by such Borrower in trust and as fiduciary for Bank, and on and after the date a Cash Collateralization Notice shall have been delivered, such Borrower immediately shall deposit the same, in its original form, into its Locked Box or its Special Account. On and after the date a Cash Collateralization Notice shall have been delivered, each Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables, other Collateral, the "Premises or any other security for the Obligations with any of such Borrower's other funds or property, but will hold it separate and apart therefrom in trust and as fiduciary for Bank. All deposits to the Special Accounts shall be Bank's property and shall be subject only to the signing authority designated from time to time by Bank, and neither Borrower nor any Person other than Bank shall have any interest therein or control thereover. Bank shall have sole access to the Special Accounts") with , and neither Borrower nor any Person other than Bank shall have access thereto. Bank shall have, and each Borrower hereby grants to Bank, a federally insured bank approved by Lendersecurity interest in all funds held in such Borrower's Locked Box and Special Account as security for the Obligations. The Special Accounts shall not be subject to any deduction, as provided herein. Such bankset-off, Borrower and Lender shall enter into an account agreement acceptable to Lender, which includes the bankbanker's waiver lien or any other right in favor of any right person or entity other than Bank. Subject to the terms of set off this Agreement, prior to the occurrence of an Event of Default, deposits to the Special Accounts shall be applied FIRST to all accrued and grants tounpaid interest on the principal amount of the applicable Borrower's Loans, SECOND to the outstanding principal amount of the applicable Borrower's Revolving Loans, THIRD to the then outstanding principal amount of the Special Term Loan, fourth to the principal installments of the Real Estate Term Loan in the inverse order of maturity, FIFTH to the principal installments of the Bliss Equipment Term Loan in the inverse order of maturity, and SIXTH to the other Obligations in such order and method of application as may be elected by Bank in its sole discretion. Lender Subject to the exclusive right terms of this Agreement, after the occurrence and during the continuance of an Event of Default, deposits to withdraw all the Special Accounts may be applied against the Obligations in such order and method of application as may be elected by Bank in its sole discretion. Any funds in the Special Accounts upon an Event of Default under which Bank elects not to apply to the Loan Documents. Obligations as provided in the preceding sentences may, at Bank's option, be paid over by Bank to the applicable Borrower shall deliver to Lender within thirty (30) days after the end of each calendar quarter, an accounting of all deposits and withdrawals of each of or retained in the Special Accounts. The Special Accounts shall consist of the Operating Cash Flow Account, and the Management Fee Account as follows: 5.6.1 Prior continuing security for the Obligations. Each Borrower hereby indemnifies and holds Bank harmless from and against any loss or damage with respect to the commencement of the Permanent Term, Borrower shall deposit all of Borrower's Cash Flow into an account (the "Operating Cash Flow Account"). Borrower shall have no right to make withdrawals from the Operating Cash Flow Account prior to the Permanent Term. So long as there is no Event of Default or Incipient Default of which Lender has notified Borrower under the Loan Documents, on the first day of the Permanent Term (or, if such funds may not be withdrawn due to the existence of an Incipient Default which is thereafter cured, then on the date such Incipient Default is cured), Borrower may withdraw all amounts previously any Remittance deposited in the Operating Cash Flow Account. 5.6.2 As more fully set forth in paragraph 5.5.1, prior to the thirteenth (13th) full calendar month after the commencement of the Permanent Term, Borrower shall deposit within an account (the "Management Fee Account") any fees for the operation and management of the Project and fees for consulting services rendered in connection therewith. So long as there is no Event of Default or Incipient Default of which Lender notified Borrower under the Loan Documents, on the first day of the Permanent Term (or if such funds may not be withdrawn due to the existence of an Incipient Default Special Accounts which is thereafter cured, then on the date such Incipient Default is cured) Borrower may withdraw all amounts previously dishonored or returned for any reason. If any Remittance deposited in the Management Fee AccountSpecial Accounts is dishonored or returned unpaid for any reason, Bank, in its sole discretion, may charge the amount of such dishonored or returned Remittance directly against the applicable Borrower and/or any account maintained by such Borrower with Bank and such amount shall be deemed part of the obligations hereunder. Bank shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank under this Agreement, other than loss or damage which is the consequence of Bank's gross negligence or willful misconduct. Each Borrower hereby agrees that it will not assert any claims or set-off rights against Bank as a result of such Borrower's maintaining its Special Account with Bank.

Special Accounts. Borrower shall maintain two (2) segregated interest bearing accounts (collectively, the "Special Accounts") with a federally insured bank approved by Lender, as provided herein. Such bank, Borrower and Lender shall enter into an account agreement acceptable to Lender, which includes the bank's waiver of any right of set off and grants to. to Lender the exclusive right to withdraw all funds in the Special Accounts upon an Event of Default under the Loan Documents. Borrower shall deliver to Lender within thirty (30) days after the end of each calendar quarter, an accounting of all deposits and withdrawals of each of the Special Accounts. The Special Accounts shall consist of the Operating Cash Flow Account, and the Management Fee Account as follows: 5.6.1 Prior to the commencement of the Permanent Term, Borrower shall deposit all of Borrower's Cash Flow into an account (the "Operating Cash Flow Account"). Borrower shall have no right to make withdrawals from the Operating Cash Flow Account prior to the Permanent Term. So long as there is no Event of Default or Incipient Default of which Lender has notified not)fied Borrower under the Loan Documents, on the first day of the Permanent Term (or, if such funds may not be withdrawn due to the existence of an Incipient Default which is thereafter cured, then on the date such Incipient Default is cured), Borrower may withdraw all amounts previously deposited in the Operating Cash Flow Account. 5.6.2 As more fully set forth in paragraph 5.5.1, prior to the thirteenth (13th( I 3th) full calendar month after the commencement of the Permanent Term, Borrower shall deposit within an account (the "Management Fee Account") any fees for the operation and management of the Project and fees for consulting services rendered in connection therewith. So long as there is no Event of Default or Incipient Default of which Lender notified not)fied Borrower under the Loan Documents, . on the first day of the Permanent Term (or if such funds may not be withdrawn due to the existence of an Incipient Default which is thereafter cured, . then on the date such Incipient Default is cured) Borrower may withdraw all amounts previously deposited in the Management Fee Account.