Common use of Concentration Accounts Clause in Contracts

Concentration Accounts. Until the Termination Date, Borrower shall establish the accounts set forth in Part B of Disclosure Schedule (3.19) (together with any other accounts established in accordance with the last sentence of this clause (c), each, a "Concentration Account", and collectively, the "Concentration Accounts") with The Bank of New York and Bank of America, N.A. (together with any other financial institution (having total assets of more than $1,000,000,000 at the time any Concentration Account is established) at which such accounts are maintained, each, a "Concentration Account Bank", and collectively, the "Concentration Account Banks"). Borrower will cause to be delivered to Administrative Agent a Control Agreement (in form and substance satisfactory to Administrative Agent) duly executed by each Concentration Account Bank and Borrower (the "Closing Date Control Agreements") within the timeframes set forth in Section 5.15(c). Borrower shall not (nor shall it permit any other Credit Party or any of their respective Subsidiaries to) (i) terminate any Concentration Account unless prior to doing so (w) such Person has established a replacement Concentration Account (which replacement may be any then-existing Concentration Account) and (x) in the case of any replacement Concentration Account for which there does not exist a Control Agreement in form and substance reasonably acceptable to Administrative Agent (an "Existing Control Agreement"), such Person shall have delivered to Administrative Agent a Control Agreement substantially in the form of the Closing Date Control Agreement or otherwise in form and substance reasonably acceptable to it and executed by such replacement Concentration Account Bank and such Person or (ii) open new or additional Concentration Accounts (or accounts having a similar functions) without (y) giving prior written notice thereof to Administrative Agent (it being acknowledged that no consent of Administrative Agent to the opening of such new or additional account shall be required so long as the total assets of such financial institution are more than $1,000,000,000 at the time such account is opened) and (z) in the case of any new or additional Concentration Account, having delivered to Administrative Agent prior to the establishment of any such account, a Control Agreement (in form and substance substantially similar to the Closing Date Control Agreement or otherwise reasonably satisfactory to Administrative Agent) duly executed by the Concentration Account Bank and such Person. Except as set forth in paragraph (d) below, Administrative Agent shall, from time to time, deposit proceeds of Advances and Overadvances made to Borrower pursuant to Section 1.1 into the Concentration Account for use by Borrower solely in accordance with the provisions of Section 1.4.

Concentration Accounts. Until the Termination Date, Borrower shall establish the accounts set forth in Part B of Disclosure Schedule (3.19a) (together with any other accounts established in accordance with the last sentence of this clause (c), each, a "Concentration Account", and collectively, the "Concentration Accounts") with The Bank of New York and Bank of America, N.A. (together with any other financial institution (having total assets of more than $1,000,000,000 at the time any Concentration Account is established) at which such accounts are maintained, each, a "Concentration Account Bank", and collectively, the "Concentration Account Banks"). Borrower will cause to be delivered to Administrative Agent a Control Agreement (in form and substance satisfactory to Administrative Agent) duly executed by For each Concentration Account Bank and Borrower (the "Closing Date Control Agreements") within the timeframes set forth in Section 5.15(c). Borrower on Schedule 5.8, or that any Grantor at any time opens or maintains, such Grantor shall not (nor shall it permit any other Credit Party or any of their respective Subsidiaries to) (i) terminate any pursuant to a Control Agreement, cause the bank or financial institution with respect to such Concentration Account unless prior to doing so (w) agree to comply at any time with instructions from Administrative Agent to such Person has established a replacement Concentration Account (which replacement may be any then-existing bank or financial institution directing the disposition of assets from time to time credited to such Concentration Account) and (x) in the case , without further consent of such Grantor or any replacement Concentration Account for which there does not exist a Control Agreement in form and substance reasonably acceptable to Administrative Agent (an "Existing Control Agreement")other person, such Person shall have delivered to Administrative Agent a Control Agreement substantially in the form of the Closing Date Control Agreement or otherwise in form and substance reasonably acceptable to it and executed by such replacement Concentration Account Bank and such Person or (ii) open close such Concentration Account and transfer the assets held in such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Administrative Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Company Accounts or additional Concentration such other Company Accounts (or accounts having a similar functions) without as it shall from time to time establish and maintain, and (y) giving prior written notice thereof to Administrative Agent sweep all such deposited amounts, on a regular periodic or daily basis, into one or more Concentration Accounts, in each of the foregoing clauses (it being acknowledged that no consent of Administrative Agent to the opening of such new or additional account shall be required so long as the total assets of such financial institution are more than $1,000,000,000 at the time such account is openedx) and (zy), in the ordinary course of maintaining its cash management system consistent with its past practices. Each Grantor further agrees that it shall not maintain any cash or other balances in any Company Account that is not a Concentration Account (except in Company Accounts the balances of which are swept into one or more Concentration Account as provided in clauses (x) and (y) above). Notwithstanding the foregoing, (i) additional Grantors acquired after the Closing Date pursuant to a Permitted Acquisition shall not be required to comply with this clause (a) until 30 days following the date such Grantor becomes a party hereto, and (ii) in the case respect of any new or additional those Concentration Account, having delivered Accounts set forth on Schedule 5.8 that are not subject to Administrative Agent prior to the establishment of any such account, a Control Agreement (in form and substance substantially similar to as of the Closing Date Control Agreement Date, such Grantor shall comply with clause (i) of the first sentence of this Section 5.8(a) within 30 days following the Closing Date, or otherwise reasonably satisfactory such later date as consented to Administrative Agent) duly executed by the Concentration Account Bank and such Person. Except as set forth in paragraph (d) below, Administrative Agent shall, from time to time, deposit proceeds of Advances and Overadvances made to Borrower pursuant to Section 1.1 into the Concentration Account for use by Borrower solely in accordance with the provisions of Section 1.4its reasonable discretion.

Concentration Accounts. Until the Termination Date, Borrower Borrowers shall establish the accounts set forth Concentration ------------------------ Accounts at Bank One or one or more other banks organized under the laws of the United States or any State that are acceptable to Lender and that are not at any time a creditor of either Borrower (other than solely in Part B the capacity as either Borrower's depository bank) unless such bank executes an agreement with Lender by which such bank shall agree not to offset any amounts owing to it against funds on deposit in the Concentration Account. Borrowers shall cause such bank to join with Lender in executing a Payment Direction Agreement. In no event shall a Borrower change the bank at which the Concentration Account is maintained without Lender's prior written consent. Each Borrower shall deposit, and shall cause each Servicer to deposit, all payments with respect to or proceeds of Disclosure Schedule (3.19) (together with any Collateral into a Concentration Account, promptly after receipt thereof, and neither of the Borrowers nor any Servicer shall deposit into a Concentration Account any other accounts established monies or Payment Items that do not constitute proceeds of Collateral. Borrowers shall be obligated to instruct and cause each depository bank at which a Concentration Account is maintained to wire transfer, at least once each week, all collected balances in accordance with the last sentence of Concentration Account to the Payment Account for application to the Obligations or, subject to the provisions below in this clause (c)Section 4.4, eachto either Borrower's operating account. Under no circumstances may a Borrower transfer amounts from the Concentration Accounts to any account other than the Payment Account if, a "Concentration Account", and collectively, the "Concentration Accounts") with The Bank of New York and Bank of America, N.A. (together with any other financial institution (having total assets of more than $1,000,000,000 at the time of or after giving effect to such transfer, (a) a Default, Event of Default or Out-of-Formula Condition exists, or (b) the sum of the Facility A Borrowing Base and the Facility B Borrowing Base at the time of transfer, plus the collected balances in the Concentration Accounts at such time, do not exceed the outstanding principal balance of the Obligations at such time, by at least $250,000. At any time that an Event of Default shall exist, Lender may direct each depository bank at which a Concentration Account is established) maintained to transfer all balances at which such accounts are maintained, each, a "Concentration Account Bank", and collectively, the "Concentration Account Banks"). Borrower will cause to be delivered to Administrative Agent a Control Agreement (in form and substance satisfactory to Administrative Agent) duly executed by each Concentration Account Bank and Borrower (the "Closing Date Control Agreements") within the timeframes set forth in Section 5.15(c). Borrower shall not (nor shall it permit any other Credit Party time or any of their respective Subsidiaries to) (i) terminate any Concentration Account unless prior to doing so (w) such Person has established a replacement Concentration Account (which replacement may be any then-existing Concentration Account) and (x) in the case of any replacement Concentration Account for which there does not exist a Control Agreement in form and substance reasonably acceptable to Administrative Agent (an "Existing Control Agreement"), such Person shall have delivered to Administrative Agent a Control Agreement substantially in the form of the Closing Date Control Agreement or otherwise in form and substance reasonably acceptable to it and executed by such replacement Concentration Account Bank and such Person or (ii) open new or additional Concentration Accounts (or accounts having a similar functions) without (y) giving prior written notice thereof to Administrative Agent (it being acknowledged that no consent of Administrative Agent to the opening of such new or additional account shall be required so long as the total assets of such financial institution are more than $1,000,000,000 at the time such account is opened) and (z) in the case of any new or additional Concentration Account, having delivered to Administrative Agent prior to the establishment of any such account, a Control Agreement (in form and substance substantially similar to the Closing Date Control Agreement or otherwise reasonably satisfactory to Administrative Agent) duly executed by the Concentration Account Bank and such Person. Except as set forth in paragraph (d) below, Administrative Agent shall, from time to time, deposit proceeds of Advances and Overadvances made time existing in such Concentration Account to Borrower the Payment Account pursuant to Section 1.1 into the Concentration Account for use by Borrower solely in accordance with the provisions of Section 1.4Payment Direction Agreement.

Concentration Accounts. Until the Termination Date, Borrower shall establish the accounts (a) For each Concentration Account set forth in Part B on Schedule 5.8, or that any Grantor at any time opens or maintains, such Grantor shall (i) pursuant to a Control Agreement, cause the bank or financial institution with respect to such Concentration Account to agree to comply at any time with instructions from Administrative Agent to such bank or financial institution directing the disposition of Disclosure Schedule (3.19) (together with assets from time to time credited to such Concentration Account, without further consent of such Grantor or any other accounts established person, or (ii) close such Concentration Account and transfer the assets held in accordance such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Administrative Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Company Accounts or such other Company Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on a regular periodic or daily basis, into one or more Concentration Accounts, in each of the foregoing clauses (x) and (y), in the ordinary course of maintaining its cash management system consistent with its past practices. Each Grantor further agrees that it shall not maintain any cash or other balances in any Company Account that is not a Concentration Account (except in Company Accounts the last sentence balances of which are swept into one or more Concentration Account as provided in clauses (x) and (y) above). Notwithstanding the foregoing, (i) additional Grantors acquired after the Closing Date pursuant to a Permitted Acquisition shall not be required to comply with this clause (c), each, a) until 30 days following the date such Grantor becomes a "Concentration Account"party hereto, and collectively, the "(ii) in respect of those Concentration Accounts") with The Bank of New York and Bank of America, N.A. (together with any other financial institution (having total assets of more than $1,000,000,000 at the time any Concentration Account is established) at which such accounts are maintained, each, a "Concentration Account Bank", and collectively, the "Concentration Account Banks"). Borrower will cause to be delivered to Administrative Agent a Control Agreement (in form and substance satisfactory to Administrative Agent) duly executed by each Concentration Account Bank and Borrower (the "Closing Date Control Agreements") within the timeframes Accounts set forth in Section 5.15(c). Borrower shall on Schedule 5.8 that are not (nor shall it permit any other Credit Party or any of their respective Subsidiaries to) (i) terminate any Concentration Account unless prior subject to doing so (w) such Person has established a replacement Concentration Account (which replacement may be any then-existing Concentration Account) and (x) in the case of any replacement Concentration Account for which there does not exist a Control Agreement in form and substance reasonably acceptable to the Administrative Agent (an "Existing Control Agreement"), such Person shall have delivered to Administrative Agent a Control Agreement substantially in the form as of the Closing Date Control Agreement or otherwise Date, such Grantor shall comply with clause (i) of the first sentence of this Section 5.8(a) within the applicable time specified in form and substance reasonably acceptable to it and executed by such replacement Concentration Account Bank and such Person or (ii) open new or additional Concentration Accounts (or accounts having a similar functions) without (y) giving prior written notice thereof to Administrative Agent (it being acknowledged that no consent of Administrative Agent Schedule 5.16 to the opening of such new or additional account shall be required so long as the total assets of such financial institution are more than $1,000,000,000 at the time such account is opened) and (z) in the case of any new or additional Concentration Account, having delivered to Administrative Agent prior to the establishment of any such account, a Control Agreement (in form and substance substantially similar to the Closing Date Control Agreement or otherwise reasonably satisfactory to Administrative Agent) duly executed by the Concentration Account Bank and such Person. Except as set forth in paragraph (d) below, Administrative Agent shall, from time to time, deposit proceeds of Advances and Overadvances made to Borrower pursuant to Section 1.1 into the Concentration Account for use by Borrower solely in accordance with the provisions of Section 1.4Credit Agreement.