Common use of Administration of Deposit Accounts Clause in Contracts

Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts, Security Accounts and Commodity Accounts maintained by Obligors, including all DIP Funding Accounts, as of the Closing Date. Obligors shall ensure that the Administrative Agent has a fully perfected first-priority Lien on each Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) (other than Excluded Accounts) at all times until Full Payment, and shall use commercially reasonable efforts necessary to maintain such Lien in effect. Each Obligor shall be the sole account holder of each Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) and shall not allow any other Person (other than the Administrative Agent or, solely by operation of Applicable Law, the depositary bank, custodian or other financial institution at which such account is held, or pursuant to the DIP Order) to have control over a Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) or any property deposited therein. Each Obligor shall promptly notify the Administrative Agent in writing of any intention to (or notice in connection with any other Person’s intention to) open or close any Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts and Excluded Accounts), and shall enter into a Control Agreement or other arrangements reasonably satisfactory to the Administrative Agent, and use commercially reasonable efforts to obtain such Chapter 11 Approvals as required by the Administrative Agent in connection with the same, in each case, prior to any funds being transferred to any such newly opened Deposit Account, Security Account and Commodity Account, and, with the prior written consent of the Administrative Agent, will amend Schedule 8.5 to reflect same. The Obligors will not allow the proceeds or collections of Collateral, any remittances by customers or other cash proceeds or receipts to be deposited directly into any Excluded Account. Notwithstanding anything contained herein to the contrary, the Obligors shall not deposit any amounts in the Carve-Out Account other than in respect of the Carve-Out (including in respect of the Post-Carve-Out Notice Amount) in the manner prescribed in the DIP Orders.

Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts, Security Accounts and Commodity Accounts maintained by Obligors, including all DIP Funding Accounts, Obligors as of the Closing Date, including the Dominion Account, and including a designation as to whether each such Deposit Account is a “Controlled Deposit Account”. Obligors Each Obligor shall ensure take all actions necessary to establish Agent’s control of each Controlled Deposit Account pursuant to a Deposit Account Control Agreement stating, among other things, (a) that the Administrative applicable financial institution shall comply with instructions from Agent has regarding the applicable Controlled Deposit Account and the balance of funds on deposit therein from time to time without further consent of the applicable Obligor, (b) that until such financial institution receives a fully perfected first-priority Lien written notice from Agent that Agent is exercising exclusive control over transfers, withdrawals, and other dispositions of funds from the applicable Controlled Deposit Account (a “Notice of Exclusive Control”), the applicable Obligor and its authorized representatives shall have control of the applicable deposit account and all funds on each deposit therein from time to time, including the authority to make transfers, withdrawals, and other dispositions of funds by check or any other means, and (c) that, promptly following receipt by such financial institution of a Notice of Exclusive Control from Agent, (i) such financial institution shall not permit any funds to be transferred or withdrawn by any Obligor from the applicable Controlled Deposit Account except with the prior written consent of Agent, and (ii) Agent shall have exclusive control over transfers, withdrawals, and other dispositions of funds from the applicable Controlled Deposit Account, Security Account in each case. Agent agrees that it shall not deliver a Notice of Exclusive Control except during a Trigger Period or following an Event of Default and Commodity Account (including all DIP Funding Accounts) (other than Excluded Accounts) at all times until Full Payment, Agent agrees to promptly withdraw such Notice of Exclusive Control when such Trigger Periods is no longer in effect or such Event of Default is cured or waived in writing to the extent permitted and shall use commercially reasonable efforts necessary to maintain such Lien in effectaccordance with the terms of this Agreement. Each Obligor The Obligors shall be the sole account holder holders of each of its Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) Accounts and shall not allow any other Person (other than the Administrative Agent or, solely by operation of Applicable Law, the depositary bank, custodian or other financial institution at which such account is held, or pursuant to the DIP OrderAgent) to have control over a Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) or any property Property deposited therein. Each Obligor shall promptly notify the Administrative Agent in writing of any intention to (opening or notice in connection with any other Person’s intention to) open or close any closing of a Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts and Excluded Accounts), and shall enter into a Control Agreement or other arrangements reasonably satisfactory to the Administrative Agent, and use commercially reasonable efforts to obtain such Chapter 11 Approvals as required by the Administrative Agent in connection with the same, in each case, prior to any funds being transferred to any such newly opened Deposit Account, Security Account and Commodity Account, and, with the prior written consent of the Administrative Agent, will amend Schedule 8.5 to reflect samesame (provided that any Deposit Account opened after the Closing Date shall be a “Controlled Deposit Account” and shall be identified on Schedule 8.5 as such). The Obligors will not allow the proceeds or collections of Collateral, any remittances by customers or other cash proceeds or receipts to be deposited directly into any Excluded Account. Notwithstanding anything contained herein to the contrary, the Obligors shall not deposit permit the balance of funds contained in any amounts in the Carve-Out Deposit Account that is not subject to a Deposit Account Control Agreement (other than Deposit Accounts used solely for the purpose of making tax, payroll, or employee benefit payments) to exceed $250,000 at any time, and shall not permit the balance of funds contained in respect all Deposit Accounts that are not subject to Deposit Account Control Agreements (other than Deposit Accounts used solely for the purpose of the Carve-Out (including in respect of the Post-Carve-Out Notice Amountmaking tax, payroll, or employee benefit payments) in the manner prescribed in the DIP Ordersto exceed $500,000 at any time.

Administration of Deposit Accounts. Schedule 8.5 6.20 sets forth all Deposit Accounts (other than Excluded Deposit Accounts, Security Accounts and Commodity Accounts ) maintained by Obligorsthe Loan Parties, including all DIP Funding Dominion Accounts, as of the Closing Date. Obligors Subject to Section 6.20(c), each Loan Party shall ensure that take all actions necessary to establish the Administrative Agent has a fully perfected first-priority Lien on Agent’s control (within the meaning of the UCC) over each such Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) (other than Excluded Accounts) Deposit Accounts at all times until Full Payment, and shall use commercially reasonable efforts necessary to maintain such Lien in effecttimes. Each Obligor Loan Party shall be the sole account holder of each Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) and shall not allow any other Person (other than (i) subject to the terms of the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement, the Administrative Agent or, solely by operation of Applicable LawAgent, the trustee and/or collateral agent (as the case may be) for the First Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2014 Second Lien Notes, and the applicable depositary bank, custodian or other financial institution at which such account is heldand (ii) on and after the date of issuance of the 2016 Secured Notes, or pursuant subject to the DIP Orderterms of the First Lien Intercreditor Agreement, the 2014 Intercreditor Agreement and the 2016 Intercreditor Agreement (as applicable), the Administrative Agent, the trustee and/or collateral agent (as the case may be) for the First Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2014 Second Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2016 Secured Notes, and the applicable depositary bank) to have control over a Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) or any property deposited deposits therein. Each Obligor The Borrower shall promptly notify the Administrative Agent in writing of any intention to opening or closing of a Deposit Account by any Loan Party (or notice in connection with other than any other Person’s intention to) open or close any Excluded Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts and Excluded Accounts), and no Loan Party shall enter into open any Deposit Accounts (other than any Excluded Deposit Accounts) at a Control Agreement or other arrangements bank not reasonably satisfactory acceptable to the Administrative Agent, and use commercially reasonable efforts to obtain such Chapter 11 Approvals as required by the Administrative Agent in connection with the same, in each case, prior to any funds being transferred to any such newly opened Deposit Account, Security Account and Commodity Account, and, with the prior written consent of the Administrative Agent, will amend Schedule 8.5 to reflect same. The Obligors will not allow the proceeds or collections of Collateral, any remittances by customers or other cash proceeds or receipts to be deposited directly into any Excluded Account. Notwithstanding anything contained herein to the contrary, the Obligors shall not deposit any amounts in the Carve-Out Account other than in respect of the Carve-Out (including in respect of the Post-Carve-Out Notice Amount) in the manner prescribed in the DIP Orders.”

Administration of Deposit Accounts. Schedule 8.5 sets forth all lockbox arrangements and Deposit Accounts (including Dominion Accounts, Security Accounts and Commodity Accounts ) maintained by Obligors, including all DIP Funding Accounts, the Loan Parties in the United States and Canada as of the Closing Restatement Date. Obligors Each Loan Party shall ensure that the Administrative Agent has a fully perfected first-priority Lien on take all commercially reasonable actions necessary to establish Agent’s control of each such Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) (other than Excluded Deposit Accounts) by causing the related deposit account bank to enter into a Deposit Account Control Agreement; it being understood that, with respect to any Deposit Account which does not at all times until Full Paymentany time comply with the foregoing requirements specified in this sentence (other than those required to be delivered on the Restatement Date), the applicable Borrower shall provide notice of the same to Agent, and shall use commercially reasonable efforts necessary to maintain such Lien in effect. Each Obligor no funds contained therein shall be treated as either Canadian Designated Cash Amount or U.S. Designated Cash Amount for purposes of this Agreement and the Loan Party Agent shall within thirty (30) days, at Agent’s request and in coordination with Agent, cause replacement arrangements to be implemented with respect to the applicable accounts which are reasonably satisfactory to Agent. The sole account holder of each Deposit Account, Security Account shall be a single Loan Party and Commodity Account (including all DIP Funding Accounts) and the Loan Parties shall not allow any other Person (other than the Administrative Agent orand, solely by operation of Applicable Lawsubject to any Permitted Senior Secured Debt Intercreditor Agreement, the depositary bank, custodian or other financial institution at which such account is held, or pursuant to the DIP Orderagent specified therein) to have control (as contemplated by the UCC and the PPSA) over a DACA Deposit Account, Security Account and Commodity Account (including all DIP Funding Accounts) or any property Property deposited therein. Each Obligor Loan Party shall promptly notify the Administrative Agent in writing of any intention to (opening or notice closing of a Deposit Account in connection with any other Person’s intention to) open the United States or close any Deposit AccountCanada, Security Account and Commodity Account (including all DIP Funding Accounts and Excluded Accounts), and shall enter into a Control Agreement or other arrangements reasonably satisfactory to the Administrative Agent, and use commercially reasonable efforts to obtain such Chapter 11 Approvals as required by the Administrative Agent in connection with the same, in each case, prior to any funds being transferred to any such newly opened Deposit Account, Security Account and Commodity Accountapplicable, and, concurrently with the prior written consent of the Administrative Agentopening thereof, will amend Schedule 8.5 to reflect same. The Obligors will not allow the proceeds or collections of Collateral, any remittances by customers or other cash proceeds or receipts to be deposited directly into any Excluded Account. Notwithstanding anything contained herein to the contrary, the Obligors shall not deposit any amounts in the Carve-Out Account ensure such account (other than in respect accounts excluded from the operation of the Carve-Out (including in respect this paragraph above) is subject to a fully executed Deposit Account Control Agreement, an original copy of the Post-Carve-Out Notice Amount) in the manner prescribed in the DIP Orderswhich has been delivered to Agent.