Common use of Deposit Accounts, Securities Accounts and Commodities Accounts Clause in Contracts

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) The Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts (other than (i) any Excluded Account and (ii) any other deposit account, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash, securities, or commodities with an aggregate fair market value in excess of $3,000,000) held or maintained by the Borrower or its Restricted Subsidiaries on the Effective Date and for which a Control Agreement was delivered under the Existing Credit Agreement (but excluding any such account acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to a Control Agreement. (b) From and after the date that is sixty (60) days after the Effective Date (or such later date as the Administrative Agent shall reasonably agree), the Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts (other than (i) any Excluded Account and (ii) any deposit account, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash securities, or commodities with an aggregate fair market value in excess of $3,000,000) established, held, assumed or otherwise maintained by the Borrower or its Restricted Subsidiaries after the Effective Date (including any account acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to a Control Agreement.

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) The Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts (other than (i) any Excluded Account and (ii) any other deposit account, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash, securities, or commodities with an aggregate fair market value in excess of $3,000,000) held or maintained by the Borrower or its Restricted Subsidiaries on the Effective Date and for which a Control Agreement was delivered under the Existing Credit Agreement (but excluding any such account acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to a Control Agreement. (b) From and after the date that is sixty (60) Within 60 days after the Effective Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Borrower shallLoan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts Commodity Account (other than to the extent constituting an Excluded Account) held or maintained by or for the benefit of a Loan Party on the Closing Date, executed and delivered by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent. (ib) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Excluded Deposit Account, Securities Account and Commodity Account (ii) any deposit accountother than Excluded Accounts, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash securities, or commodities with but only for so long as it is an aggregate fair market value in excess of $3,000,000Excluded Account) established, held, assumed acquired, assumed, or otherwise maintained by the Borrower or its Restricted Subsidiaries after the Effective Date Closing Date, promptly, but in any event within 45 days of the establishment, acquisition, or assumption of such account (including or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within 45 days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any account assets in any Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further that, the foregoing proviso shall not apply to any Deposit Account, Securities Account or Commodity Account that is acquired or assumed in connection with the transactions contemplated by pursuant to the Merger Agreement) with Agreement (x) one or more Lenders or (y) upon the contribution of the Equity Interests of any other financial institution reasonably acceptable of the Public Parent’s Subsidiaries to the Administrative AgentParent or the Borrower following the consummation of such transactions), and in each case, subject the Borrower shall not be required to deliver Control Agreements with respect to such accounts until 120 days after the Administrative Agent’s control pursuant to a Control Agreementconsummation of such transactions.

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) The Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts (other than (i) any Excluded Account and (ii) any other deposit account, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash, securities, or commodities with an aggregate fair market value in excess of $3,000,000) held or maintained by the Borrower or its Restricted Subsidiaries on the Effective Date and for which a Control Agreement was delivered under the Existing Credit Agreement (but excluding any such account acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to a Control Agreement. (b) From and after the date that is sixty (60) Within 60 days after the Effective Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Borrower shallLoan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts Commodity Account (other than to the extent constituting an Excluded Account) held or maintained by or for the benefit of a Loan Party on the Closing Date, executed and delivered by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent. (ib) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Excluded Deposit Account, Securities Account and Commodity Account (ii) any deposit accountother than Excluded Accounts, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash securities, or commodities with but only for so long as it is an aggregate fair market value in excess of $3,000,000Excluded Account) established, held, assumed acquired, assumed, or otherwise maintained by the Borrower or its Restricted Subsidiaries after the Effective Date Closing Date, promptly, but in any event within 45 days of the establishment, acquisition, or assumption of such account (including or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within 45 days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any account assets in any Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further that, the foregoing proviso shall not apply to any Deposit Account, Securities Account or Commodity Account that is acquired or assumed in connection with the transactions contemplated by pursuant to the Merger Agreement) with Agreement (x) one or more Lenders or (y) upon the contribution of the Equity Interests of any other financial institution reasonably acceptable of the Public Parent’s Subsidiaries to the Administrative AgentParent or the Borrower following the consummation of such transactions), and in each case, but such accounts shall otherwise be subject to the Administrative Agent’s control pursuant to a Control Agreementrequirements of this Section 6.18(b).

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) The Parent and the Borrower shallwill, and shall will cause each of its Restricted Subsidiaries other Loan Party to, maintain all of its respective operatingin connection with any Deposit Account, revenue, collection or other deposit accounts, securities accounts or commodities accounts Securities Account and Commodity Account (other than (iExcluded Accounts, but only for so long as it is an Excluded Account) any Excluded Account and (ii) any other deposit accountestablished, securities account held, acquired, assumed, or commodities account unless and until the first date otherwise maintained after the Effective Date on which Closing Date, promptly, but in any event within forty-five (45) days of the establishment, acquisition, or assumption of such account holds cash(or, securitiesin the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within forty-five (45) days after cessation of its status as an Excluded Account) or commodities with an aggregate fair market value in excess of $3,000,000) held or maintained by such later date as the Borrower or its Restricted Subsidiaries on the Effective Date and for which Administrative Agent shall reasonably agree, deliver a Control Agreement was delivered under the Existing Credit Agreement (but excluding any executed by a duly authorized Responsible Officer of such account acquired or assumed Loan Party in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution form and substance reasonably acceptable satisfactory to the Administrative Agent; provided that, and notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any assets in each caseany Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further, unless otherwise consented to by the Administrative Agent (in its sole discretion), no Loan Party shall establish or maintain a Deposit Account, Securities Account or Commodity Account with a financial institution that is not a Lender (other than, in the case of a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the Administrative Agent’s control pursuant to a Control Agreementprovisions of Section 6.18(b)). (b) From The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Deposit Account, Securities Account and Commodity Account established or maintained on or after the date Closing Date with a financial institution that is sixty or was a Lender but that has subsequently ceased to be a Lender, promptly, but in any event within forty-five (6045) days after of the Effective Date date such Lender ceased being a Lender (or such later date as the Administrative Agent shall reasonably agreeagree in its sole discretion), transfer the Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection funds or other deposit accounts, securities accounts financial assets in any such account to a new or commodities accounts (other than (i) any Excluded Account existing account that is subject to a Control Agreement established or maintained with a Lender in a manner reasonably satisfactory to the Administrative Agent and (ii) any deposit close such account, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash securities, or commodities with an aggregate fair market value in excess of $3,000,000) established, held, assumed or otherwise maintained by the Borrower or its Restricted Subsidiaries after the Effective Date (including any account acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to a Control Agreement.