Common use of Deposit Account and Lock-Box Arrangements Clause in Contracts

Deposit Account and Lock-Box Arrangements. (a) On or prior to the Effective Date, the Borrower shall have delivered to the Administrative Agent a Deposit Account Control Agreement in respect of each Deposit Account identified on Exhibit F as of the Effective Date. Each Deposit Account Control Agreement for the Deposit Accounts shall provide the Administrative Agent with “control” within the meaning of Section 9-104 of the UCC over such Deposit Accounts. Neither the Borrower nor the Servicer shall, or shall permit, any other Person to, attempt to close any Deposit Account unless the Collections directed to such Deposit Account are redirected to another Deposit Account subject to a Deposit Account Control Agreement. (b) If at any time, a Deposit Account Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or P-1 by Moody’s (each a “Low Ratings Deposit Account Bank”), the Administrative may (and at the direction of the Majority Facility Agents, shall) require that the Borrower open new Deposit Accounts with a new Deposit Account Bank having such ratings. Such establishment of new deposit accounts and the execution and delivery of appropriate Deposit Account Control Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrative Agent’s notice. If any Deposit Account remains at the applicable Low Ratings Deposit Account Bank ninety (90) days after the Administrative Agent’s delivery of such notice it shall cease to be eligible Deposit Account Bank for all purposes hereunder (but the Administrative Agent shall not be under any obligation to terminate any existing Deposit Account Control Agreements until such time as no Collections are received by such non-eligible bank).

Deposit Account and Lock-Box Arrangements. (a) On or prior to the Effective Date, the Borrower shall have delivered to the Administrative Agent a Deposit Account Control Agreement in respect of each Deposit Account identified on Exhibit F as of the Effective Date. On or prior to September 30, 2022, the Borrower shall have delivered to the Administrative Agent a Deposit Account Control Agreement in respect of the Deposit Accounts at Citibank, N.A., and a Lock-Box Control Agreement in respect of the Lock-Boxes administered by Deluxe Corporation. Each Deposit Account Control Agreement for the Deposit Accounts shall provide the Administrative Agent with “control” within the meaning of Section 9-104 of the UCC over such Deposit Accounts. Neither the Borrower nor the Servicer shall, or shall permit, any other Person to, attempt to close any Deposit Account unless the Collections directed to such Deposit Account are redirected to another Deposit Account subject to a Deposit Account Control Agreement. (b) If at any time, a Deposit Account Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or P-1 by Moody’s (each a “Low Ratings Deposit Account Bank”), the Administrative may (and at the direction of the Majority Facility Agents, shall) require that the Borrower open new Deposit Accounts with a new Deposit Account Bank having such ratings. Such establishment of new deposit accounts and the execution and delivery of appropriate Deposit Account Control Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrative Agent’s notice. If any Deposit Account remains at the applicable Low Ratings Deposit Account Bank ninety (90) days after the Administrative Agent’s delivery of such notice it shall cease to be eligible Deposit Account Bank for all purposes hereunder (but the Administrative Agent shall not be under any obligation to terminate any existing Deposit Account Control Agreements until such time as no Collections are received by such non-eligible bank).

Deposit Account and Lock-Box Arrangements. (a) On or prior to the Effective Date, the Borrower shall have delivered to the Administrative Agent a Deposit Account Control Agreement in respect of each Deposit Account identified on Exhibit F as of the Effective Date. On or prior to the Amendment No. 4 Effective Date, the Borrower shall have delivered to the Administrative Agent an amendment to the Deposit Account Control Agreement related to the Citibank, N.A. accounts in respect of the Deposit Accounts at Citibank. Each Deposit Account Control Agreement for the Deposit Accounts shall provide the Administrative Agent with “control” within the meaning of Section 9-104 of the UCC over such Deposit Accounts. Neither the Borrower nor the Servicer shall, or shall permit, any other Person to, attempt to close any Deposit Account unless the Collections directed to such Deposit Account are redirected to another Deposit Account subject to a Deposit Account Control Agreement. (b) If at any time, a Deposit Account Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or P-1 by Moody’s Mxxxx’x (each a “Low Ratings Deposit Account Bank”), the Administrative may (and at the direction of the Majority Facility Agents, shall) require that the Borrower open new Deposit Accounts with a new Deposit Account Bank having such ratings. Such establishment of new deposit accounts and the execution and delivery of appropriate Deposit Account Control Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrative Agent’s notice. If any Deposit Account remains at the applicable Low Ratings Deposit Account Bank ninety (90) days after the Administrative Agent’s delivery of such notice it shall cease to be eligible Deposit Account Bank for all purposes hereunder (but the Administrative Agent shall not be under any obligation to terminate any existing Deposit Account Control Agreements until such time as no Collections are received by such non-eligible bank).

Deposit Account and Lock-Box Arrangements. (a) On or prior to the Effective Date, the Borrower shall have delivered to the Administrative Agent a Deposit Account Control Agreement in respect of each Deposit Account identified on Exhibit F as of the Effective Date. Within sixty (60) days after the Amendment No. 3 Effective Date, the Borrower shall have delivered to the Administrative Agent a Deposit Account Control Agreement in respect of the Deposit Accounts at JPMorgan Chase, N.A. Each Deposit Account Control Agreement for the Deposit Accounts shall provide the Administrative Agent with “control” within the meaning of Section 9-104 of the UCC over such Deposit Accounts. Neither the Borrower nor the Servicer shall, or shall permit, any other Person to, attempt to close any Deposit Account unless the Collections directed to such Deposit Account are redirected to another Deposit Account subject to a Deposit Account Control Agreement. (b) If at any time, a Deposit Account Bank has a short term unsecured debt rating lower than A-1 by Standard & Poor’s or P-1 by Moody’s Mxxxx’x (each a “Low Ratings Deposit Account Bank”), the Administrative may (and at the direction of the Majority Facility Agents, shall) require that the Borrower open new Deposit Accounts with a new Deposit Account Bank having such ratings. Such establishment of new deposit accounts and the execution and delivery of appropriate Deposit Account Control Agreements shall be completed promptly but in any event no later than thirty (30) days following the Administrative Agent’s notice. If any Deposit Account remains at the applicable Low Ratings Deposit Account Bank ninety (90) days after the Administrative Agent’s delivery of such notice it shall cease to be eligible Deposit Account Bank for all purposes hereunder (but the Administrative Agent shall not be under any obligation to terminate any existing Deposit Account Control Agreements until such time as no Collections are received by such non-eligible bank).