Common use of Control Accounts; Approved Deposit Accounts Clause in Contracts

Control Accounts; Approved Deposit Accounts. (a) Within 90 days following the Effective Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts), as applicable, then the Borrowers and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (or, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall and shall cause each of the Subsidiary Guarantors to, (i) deposit in an Approved Deposit Account all cash received by them, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrowers and the Subsidiary Guarantors may (i) establish and maintain payroll, trust, tax and other fiduciary accounts so long as the amounts in such accounts are for the payment of payroll, taxes or in respect of trust and other fiduciary obligations in the ordinary course of business or otherwise required by a Requirement of Law, (ii) establish and maintain other accounts as long as the balance in each account does not exceed $1.0 million and the aggregate balance in all such accounts does not exceed $10.0 million and (iii) establish and maintain other accounts as long as any deposits therein or transfers thereto are of proceeds from Fixed Asset Collateral (including insurance, condemnation and casualty proceeds constituting Fixed Asset Collateral) or proceeds of the loans made pursuant to the Term Loan Facility, in each case without complying with the provisions of this clause (a).

Control Accounts; Approved Deposit Accounts. (a) Within 90 days following the Effective Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts)Each of Ultimate Parent Co-Borrower, as applicableHoldco Co-Borrower, then the Borrowers WII Co-Borrower, Parent and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (orArby’s Opco Borrower shall, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall and shall cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries, Unrestricted Subsidiaries and the Subsidiary Guarantors to, Limited Entities (as defined in the Pledge and Security Agreement)) to (i) deposit in an Approved Deposit Account all cash received by themit receives, (ii) not establish or maintain any Securities Account or Commodity Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrowers each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and the Arby’s Opco Borrower and each Restricted Subsidiary Guarantors may (iw) establish deposit cash in and maintain payroll, trust, withholding tax and other fiduciary accounts so long as the amounts accounts, in such accounts each case that are for the payment of payroll, taxes or in respect of trust and other fiduciary obligations in the ordinary course of business or otherwise required by a Requirement of Lawnot Approved Deposit Accounts, (iix) establish deposit cash in and maintain other accounts relating to individual quick service restaurant locations that are not Approved Deposit Accounts as long as the balance in each account does not exceed $1.0 million and (i) the aggregate balance in all such accounts does not exceed $10.0 million 25,000,000 at any time and (iiiii) establish the balances in such accounts are swept into Approved Deposit Accounts no less frequently than weekly, (y) in the case of Loan Parties that are not New Entities, deposit cash in and maintain other the accounts set forth on Schedule 7.15 to the Original Credit Agreement until 60 days after the Initial Closing Date (as long as any deposits therein or transfers thereto are of proceeds from Fixed Asset Collateral the same may be extended (including insuranceindefinitely) by the Administrative Agent in its sole discretion) and (z) in the case of New Entities and their Domestic Subsidiaries, condemnation deposit cash in and casualty proceeds constituting Fixed Asset Collateralmaintain the accounts set forth on Schedule 7.15 until 60 days after the Restatement Effective Date (as the same may be extended (including indefinitely) by the Administrative Agent in its sole discretion). Each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries, Unrestricted Subsidiaries and the Limited Entities (as defined in the Pledge and Security Agreement)), within 60 days after the Restatement Effective Date and continuously thereafter (as the same may be extended (including indefinitely) by the Administrative Agent in its sole discretion) to cause any uncertificated money market funds or proceeds of the loans made pursuant securities not held in a Securities Account to be transferred to a Securities Account or to otherwise be subject to a control type agreement reasonably satisfactory to the Term Loan Facility, in each case without complying with the provisions of this clause (a)Collateral Agent.

Control Accounts; Approved Deposit Accounts. (a) Within 90 days Each Loan Party shall, subject to the proviso hereto, (i) following the Effective date that is ninety (90) days after the Closing Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts), such later date as applicable, then the Borrowers and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (or, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall and shall cause each of the Subsidiary Guarantors to, (imay agree) deposit in an Approved Deposit Account all cash received by themit receives, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account BankBank subject to an effective Deposit Account Control Agreement; provided, however, that notwithstanding the Borrowers and the Subsidiary Guarantors foregoing, each Loan Party may (ix) establish maintain (I) accounts for payroll, payroll tax, withholding tax or any other tax required to be collected, remitted or withheld, and maintain payroll(II) disbursement, benefits, escrow, trust, tax cash collateral, customs and other fiduciary accounts so long as the amounts (and (A) each Loan Party shall use commercially reasonable efforts to ensure that such accounts receive no deposits from Account Debtors in respect of an Account Receivable; (B) each Loan Party shall promptly after becoming aware of any deposit in such accounts are for the payment of payroll, taxes or from Account Debtors in respect of trust an Account Receivable cause such deposit to transferred to an Approved Deposit Account and (C) each Loan Party shall use commercially reasonable efforts to ensure that such accounts shall only receive deposits in amounts reasonably expected to be required to satisfy the payroll, disbursement or other fiduciary obligations in the ordinary course of business or otherwise required by a Requirement of Law, to be made from such accounts) and (iiy) establish and maintain other accounts as long as the balance in each account does not exceed $1.0 million and the aggregate balance for all such Loan Parties in all such other accounts does not exceed the Dollar Amount of $10.0 million 5,000,000 at any time (each of the accounts referred to in clauses (x) and (iiiy), an “Excluded Account”); provided further, however, that (1) establish and maintain with respect to any Deposit Account or Securities Account, other accounts as long as any deposits therein or transfers thereto are of proceeds from Fixed Asset Collateral (including insurancethan an Excluded Account, condemnation and casualty proceeds constituting Fixed Asset Collateral) or proceeds maintained on the Closing Date, each of the loans made pursuant Loan Parties shall deliver, to the Term extent not delivered to the Administrative Agent on the Closing Date, each Deposit Account Control Agreement on or prior to the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree), (2) with respect to any Deposit Account or Securities Account, other than an Excluded Account, established after the Closing Date, each applicable Loan FacilityParty shall deliver to the Administrative Agent a Deposit Account Control Agreement within thirty (30) days after establishing such Deposit Account or Securities Account, in and (3) with respect to any Deposit Account or Securities Account, other than an Excluded Account, acquired after the Closing Date, each case without complying with applicable Loan Party shall deliver to the provisions of this clause Administrative Agent a Deposit Account Control Agreement within ninety (a).90) days after acquiring such Deposit Account or Securities Account. 185

Control Accounts; Approved Deposit Accounts. (a) Within 90 days following the Effective Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts)The Borrower shall, as applicable, then the Borrowers and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (or, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall and shall cause each of the Subsidiary Guarantors its Subsidiaries to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash received by themthey receive, (ii) subject to clause (f) below, not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrowers Borrower and the Subsidiary Guarantors each of its Subsidiaries may establish or maintain (ix) establish and maintain payroll, trust, withholding tax and other fiduciary accounts, including accounts so long as for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower 85 Amended and Restated Credit Agreement U.S. Concrete, Inc. nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (or, in the case of fiduciary accounts, otherwise required to be maintained therein) to its employees or the relevant Governmental Authority or other beneficiary of such accounts are for fiduciary account), (y) unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the payment of payroll, taxes or in respect of trust Borrower and other fiduciary obligations its Subsidiaries in the ordinary course of business or otherwise required by a Requirement of Lawand (z) Excluded Deposit Accounts, (ii) establish and maintain other accounts as long as provided further that to the balance extent the aggregate balances in each account does not all Excluded Deposit Accounts at any time exceed $1.0 million and 300,000 for a period of longer than 5 days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within 1 Business Day, be transferred to an Approved Deposit Account or (B) cause one or more Excluded Deposit Accounts to become an Approved Deposit Account so that, after giving effect to the actions in clauses (A) and/or (B) the aggregate balance on deposit in all such accounts does Excluded Deposit Accounts shall not at any time exceed $10.0 million and (iii) establish and maintain other accounts as long as any deposits therein or transfers thereto are of proceeds from Fixed Asset Collateral (including insurance, condemnation and casualty proceeds constituting Fixed Asset Collateral) or proceeds of the loans made pursuant to the Term Loan Facility, in each case without complying with the provisions of this clause (a)300,000 for a period longer than 5 days.

Control Accounts; Approved Deposit Accounts. (a) Within 90 days following the Effective Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts)The Borrower shall, as applicable, then the Borrowers and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (or, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall and shall cause each of the Subsidiary Guarantors its Subsidiaries to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash received by themthey receive, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrowers Borrower and the Subsidiary Guarantors each of its Subsidiaries may establish or maintain (ix) establish and maintain payroll, trust, withholding tax and other fiduciary accounts, including accounts so long as for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (or, in the case of fiduciary accounts, otherwise required to be maintained therein) to its employees or the relevant Governmental Authority or other beneficiary of such accounts are for fiduciary account), (y) until the payment date specified in clause (f) below or unless a Default or Event of payrollDefault has occurred and is continuing, taxes or an amount not to exceed $2,000,000 at any time in respect account number 001390027679 at BofA to cover net disbursements made on behalf of trust the Borrower and other fiduciary obligations its Subsidiaries in the ordinary course of business or otherwise required by a Requirement of Lawand (z) Excluded Deposit Accounts, (ii) establish and maintain other accounts as long as provided further that to the balance extent the aggregate balances in each account does not all Excluded Deposit Accounts at any time exceed $1.0 million and 300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one Business Day, be transferred to an Approved Deposit Account or (B) cause one or more Excluded Deposit Accounts to become an Approved Deposit Account so that, after giving effect to the actions in clauses (A) and/or (B) the aggregate balance on deposit in all such accounts does Excluded Deposit Accounts shall not at any time exceed $10.0 million and (iii) establish and maintain other accounts as long as any deposits therein or transfers thereto are of proceeds from Fixed Asset Collateral (including insurance, condemnation and casualty proceeds constituting Fixed Asset Collateral) or proceeds of the loans made pursuant to the Term Loan Facility, in each case without complying with the provisions of this clause (a)300,000 for a period longer than five days.