Common use of Deposit Accounts and Cash Management Systems Clause in Contracts

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Subsidiaries to, use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to Administrative Agent. Information regarding these Deposit Accounts, including (a) the name and address of the financial institutions maintaining the Deposit Accounts, and (b) the Deposit Account numbers, shall be set forth on SCHEDULE 6.10 annexed hereto. Borrower shall not permit any of such Deposit Accounts at any time to have a principal balance in excess of $500,000 unless Borrower or such Subsidiary, as the case may be, has (i) delivered to Administrative Agent an agreement, satisfactory in form and substance to Administrative Agent and executed by the financial institution at which such Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's security interest in, and sole dominion and control over, such Deposit Account and waives its rights to set-off with respect to amounts in such Deposit Account and (ii) taken all other steps necessary or, in the opinion of Administrative Agent, desirable to ensure that Administrative Agent has sole dominion and control over such Deposit Account; PROVIDED that if Borrower or such Subsidiary is unable to obtain such agreement from such financial institution Borrower shall, or shall cause such Subsidiary to, within 30 days after receiving a written request by Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which Borrower or such Subsidiary has obtained such an agreement.

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Subsidiaries to, use Use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to the Administrative Agent. Information regarding these ; provided that this Section 6.14 shall only apply to the Guarantors (other -------- ------------ than, to the extent that it maintains or controls accounts in its role as servicer under a Permitted Domestic Receivables Transaction, LSFCC) and shall not apply to any Deposit Accounts, including Account held by any such Guarantor to the extent (a) the name and address of the such Deposit Account is maintained with a financial institutions maintaining the institution with which such Guarantor has not entered into any Control Agreement in relation to any other Deposit AccountsAccount, and (b) the aggregate assets in all Deposit Account numbersAccounts maintained with such financial institution at no time exceed $100,000 and (c) the aggregate amount of assets in all Deposit Accounts not subject to Control Agreements in reliance on the exemption provided pursuant to clauses (a)-(c) of this proviso --------------- at no time exceed $1,000,000. Within 60 days after the Closing Date or such later date agreed to by the Administrative Agent in its sole discretion, shall be set forth on SCHEDULE 6.10 annexed hereto. the Borrower shall not permit any of and shall cause each such Deposit Accounts at any time to have a principal balance in excess of $500,000 unless Borrower or such SubsidiaryGuarantor, as the case may be, has to have (i) delivered to the Administrative Agent an agreement, satisfactory in form and substance to Administrative Agent and executed by the financial institution at which such Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's security interest in, and sole dominion and control over, such Deposit Account and waives its rights to set-off with respect to amounts in such Deposit Account a Control Agreement and (ii) taken all other steps necessary or, in the opinion of the Administrative Agent, desirable to ensure that the Administrative Agent has sole dominion and control over such Deposit Account; PROVIDED provided that if the Borrower or such Subsidiary Guarantor is unable to -------- obtain such agreement from such financial institution the Borrower shall, or shall cause such Subsidiary Guarantor to, within 30 60 days after receiving a written request by the Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which the Borrower or such Subsidiary Guarantor has obtained such an agreement.

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Subsidiaries to, use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to Administrative Agent. Information regarding these Deposit Accounts, including (a) the name and address of the financial institutions maintaining the Deposit Accounts, and (b) the Deposit Account numbers, shall be are set forth on SCHEDULE 6.10 Schedule 6.11 annexed hereto. Borrower shall not permit any of such Deposit Accounts at any time to have a principal balance in excess of $500,000 250,000 unless Borrower or such Subsidiary, as the case may be, has (i) delivered to Administrative Agent an agreement, satisfactory in form and substance to Administrative Agent and a Deposit Account Control Agreement executed by the financial institution at which such Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's security interest in, and sole dominion and control over, such Deposit Account and waives its rights to set-off with respect to amounts in such Deposit Account and (ii) taken all other steps necessary or, in the opinion of Administrative Agent, desirable to ensure that Administrative Agent has will have sole dominion and control over such Deposit AccountAccount at all times while such agreement is in effect; PROVIDED provided that if Borrower or such Subsidiary is unable to obtain such agreement from such financial institution Borrower shall, or shall cause such Subsidiary to, within 30 days after receiving a written request by Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which Borrower or such Subsidiary has obtained such an agreement. Borrower shall not permit the aggregate amount on deposit in all Deposit Accounts of Borrower and of its Subsidiaries (other than Deposit Accounts maintained with Administrative Agent or Deposit Accounts for which a Deposit Account Control Agreement described above has been executed and delivered) at any time to exceed $500,000.

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Subsidiaries to, use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to Administrative Agent. Information , and deliver information regarding these Deposit Accounts, including (a) the name and address of the financial institutions maintaining the Deposit Accounts, and (b) the Deposit Account numbers, shall be set forth on SCHEDULE Schedule 6.10 annexed hereto. Except with respect to payroll accounts for which only funds related to the payment of employees are deposited and jackpot accounts to the extent the pledge of any such jackpot account would violate applicable Gaming Laws, Borrower shall not permit any of such Deposit Accounts Account at any time to have a principal balance in excess of $500,000 2,000,000 unless Borrower or such Subsidiary, as the case may be, has (i) delivered to Administrative Agent an agreement, satisfactory in form and substance to Administrative Agent and executed by the financial institution at which such a Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's security interest in, and sole dominion and control over, such Deposit Account and waives its rights to set-off with respect to amounts in such Deposit Account Control Agreement and (ii) taken all other steps necessary or, in the opinion of Administrative Agent, desirable to ensure that Administrative Agent has will have sole dominion and control over such Deposit AccountAccount at all times while such agreement is in effect; PROVIDED provided that if Borrower or such Subsidiary is unable to obtain such agreement from such financial institution Borrower shall, or shall cause such Subsidiary to, within 30 days after receiving a written request by Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which such Borrower or such Subsidiary has obtained such an agreement. Borrower shall not permit the aggregate amount on deposit in all Deposit Accounts of Borrower and of its Subsidiaries (other than Deposit Accounts maintained with Administrative Agent or Deposit Accounts for which a Deposit Account Control Agreement described above has been executed and delivered) at any time to exceed $5,000,000.

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Subsidiaries to, use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to Administrative Agent. Information regarding these all Deposit AccountsAccounts with a principal balance in excess of $2,500,000, including (a) the name and address of the financial institutions maintaining the Deposit Accounts, ; and (b) the Deposit Account numbers, shall be set forth on SCHEDULE 6.10 Schedule 6.11 annexed hereto. Borrower shall not permit any of such Deposit Accounts at any time to have a principal balance in excess of $500,000 2,500,000 unless Borrower or such Subsidiary, as the case may be, has (i) delivered to Administrative Agent an agreement, satisfactory in form and substance to Administrative Agent and executed by the financial institution at which such Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's ’s security interest in, and sole dominion and control over, such Deposit Account and waives its rights to set-off with respect to amounts in such Deposit Account Account; and (ii) taken all other steps necessary or, in the opinion of Administrative Agent, desirable to ensure that Administrative Agent has will have sole dominion and control over such Deposit AccountAccount at all times while such agreement is in effect; PROVIDED provided that if Borrower or such Subsidiary is unable to obtain such agreement from such financial institution Borrower shall, or shall cause such Subsidiary to, within 30 days after receiving a written request by Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which Borrower or such Subsidiary has obtained such an agreement. Borrower shall not permit the aggregate amount on deposit in all Deposit Accounts of Borrower and of its Subsidiaries (other than Deposit Accounts maintained with Administrative Agent) or Deposit Accounts for which a deposit account control agreement described above has been executed and delivered) at any time to exceed $5,000,000.

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Restricted Subsidiaries to, use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to Administrative Agent. Information , and deliver information regarding these Deposit Accounts, including (a) the name and address of the financial institutions maintaining the Deposit Accounts, and (b) the Deposit Account numbers, shall be set forth on SCHEDULE Schedule 6.10 annexed hereto. Except with respect to payroll accounts for which only funds related to the payment of employees are 103 deposited and jackpot accounts to the extent the pledge of any such jackpot account would violate applicable Gaming Laws, Borrower shall not permit any of such Deposit Accounts Account at any time to have a principal balance in excess of $500,000 4,000,000 unless Borrower or such Restricted Subsidiary, as the case may be, has (i) delivered to Administrative Agent an agreementa Deposit Account Control Agreement, satisfactory in form and substance to Administrative Agent and executed by the financial institution at which such Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's ’s First Priority security interest in, and sole dominion and control over, in such Deposit Account and waives its rights to set-set off with respect to amounts in such Deposit Account and (ii) taken all other steps necessary or, in the opinion of Administrative Agent, desirable to ensure that Administrative Agent has will have sole dominion and control over such Deposit AccountAccount at all times while such agreement is in effect; PROVIDED provided that if Borrower or such Restricted Subsidiary is unable to obtain such agreement from such financial institution Borrower shall, or shall cause such Restricted Subsidiary to, within 30 days after receiving a written request by Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which such Borrower or such Restricted Subsidiary has obtained such an agreement.

Deposit Accounts and Cash Management Systems. Borrower shall, and shall cause each of its Restricted Subsidiaries to, use and maintain its Deposit Accounts and cash management systems within the state of California and in a manner reasonably satisfactory to Administrative Agent. Information , and deliver information regarding these Deposit Accounts, including (a) the name and address of the financial institutions maintaining the Deposit Accounts, and (b) the Deposit Account numbers, shall be set forth on SCHEDULE Schedule 6.10 annexed hereto. Borrower ------------- shall not permit any of such Deposit Accounts Account at any time to have a principal balance in excess of $500,000 4,000,000 unless Borrower or such Restricted Subsidiary, as the case may be, has (i) delivered to Administrative Agent an agreementa Deposit Account Control Agreement, satisfactory in form and substance to Administrative Agent and executed by the financial institution at which such Deposit Account is maintained, pursuant to which such financial institution confirms and acknowledges Administrative Agent's First Priority security interest in, and sole dominion and control over, in such Deposit Account and waives its rights to set-set off with respect to amounts in such Deposit Account and (ii) taken all other steps necessary or, in the opinion of Administrative Agent, desirable to ensure that Administrative Agent has will have sole dominion and control over such Deposit AccountAccount at all times while such agreement is in effect; PROVIDED provided that if Borrower or such Restricted Subsidiary is unable to obtain such agreement from such financial institution Borrower shall, or shall cause such Restricted Subsidiary to, within 30 days after receiving a written request by Administrative Agent to do so, transfer all amounts in the applicable Deposit Account to a Deposit Account maintained at a financial institution from which such Borrower or such Restricted Subsidiary has obtained such an agreement.