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

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) 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 (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within forty-five (45) days of the establishment, acquisition, or assumption of such account (or, in 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 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 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, 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 provisions of Section 6.18(b)). (b) 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 Closing Date with a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, promptly, but in any event within forty-five (45) days of the date such Lender ceased being a Lender (or such later date as the Administrative Agent shall reasonably agree in its sole discretion), transfer the funds or other financial assets in any such account to a new or 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) close such account.

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) The Parent 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 will, or its Restricted Subsidiaries on the Effective Date and will cause each other Loan Party to, 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 Deposit Account, Securities Account and Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within forty-five (45) days of the establishment, acquisition, or assumption of such account (or, in 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 by such later date as the Administrative Agent shall financial institution reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory acceptable to the Administrative Agent; provided that, notwithstanding the foregoingand in each case, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any 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, 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 provisions of Section 6.18(b))Administrative Agent’s control pursuant to a Control Agreement. (b) The Parent From 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 Closing Date with a financial institution date that is or was a Lender but that has subsequently ceased to be a Lender, promptly, but in any event within forty-five sixty (4560) days of after the date such Lender ceased being a Lender Effective Date (or such later date as the Administrative Agent shall reasonably agree in its sole discretionagree), transfer the funds Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other financial assets in deposit accounts, securities accounts or commodities accounts (other than (i) any such account to a new or existing account that is subject to a Control Agreement established or maintained with a Lender in a manner reasonably satisfactory to the Administrative Agent Excluded Account and (ii) close any deposit account, securities account or commodities account unless and until the first date after the Effective Date on which such accountaccount 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) Within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Loan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and 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. (b) 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 (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within forty-five (45) 45 days of the establishment, acquisition, or assumption of such account (or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within forty-five (45) 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 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 furtherfurther that, unless otherwise consented the foregoing proviso shall not apply to by the Administrative Agent (in its sole discretion), no Loan Party shall establish or maintain a any Deposit Account, Securities Account or Commodity Account with a financial institution that is not a Lender (other than, acquired or assumed in connection with 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 transactions contemplated pursuant to the provisions Merger Agreement (or upon the contribution of Section 6.18(bthe Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions)). (b) The Parent , and the Borrower will, and will cause each other Loan Party to, in connection shall not be required to deliver Control Agreements with any Deposit Account, Securities Account and Commodity Account established or maintained on or respect to such accounts until 120 days after the Closing Date with a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, promptly, but in any event within forty-five (45) days consummation of the date such Lender ceased being a Lender (or such later date as the Administrative Agent shall reasonably agree in its sole discretion), transfer the funds or other financial assets in any such account to a new or 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) close such accounttransactions.

Deposit Accounts, Securities Accounts and Commodities Accounts. (a) Within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Loan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and 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. (b) 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 (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within forty-five (45) 45 days of the establishment, acquisition, or assumption of such account (or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within forty-five (45) 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 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 furtherfurther that, unless otherwise consented the foregoing proviso shall not apply to by the Administrative Agent (in its sole discretion), no Loan Party shall establish or maintain a any Deposit Account, Securities Account or Commodity Account with a financial institution that is not a Lender acquired or assumed in connection with the transactions contemplated pursuant to the Merger Agreement (other than, in or upon the case contribution of a financial institution that is the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or was a Lender but that has subsequently ceased to be a Lender, the Borrower following the consummation of such financial institutiontransactions), but such accounts shall otherwise be subject to the provisions requirements of this Section 6.18(b)). (b) 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 Closing Date with a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, promptly, but in any event within forty-five (45) days of the date such Lender ceased being a Lender (or such later date as the Administrative Agent shall reasonably agree in its sole discretion), transfer the funds or other financial assets in any such account to a new or 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) close such account.