Common use of Deposit Accounts, Securities Accounts, Commodity Accounts Clause in Contracts

Deposit Accounts, Securities Accounts, Commodity Accounts. (a) As of the Closing Date, Schedule 8.6 sets forth all Deposit Accounts, Securities Accounts and Commodity Accounts maintained by Borrowers and other Obligors (other than any Secured Notes Collateral Account), including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions reasonably necessary to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.6(b) and each such Securities Account and such Commodity Account and each Deposit Account that is a collections account or other account to the extent reasonably requested by the Administrative Agent, Securities Account or Commodity Account (except, in each case, any such account that is solely a disbursement account) opened, acquired or no longer constituting an Excluded Account after the Closing Date (other than (A) operating and deposit accounts that hold at all times less than $1,000,000 in the aggregate for all such accounts, (B) payroll, withholding tax and other fiduciary deposit accounts, (C) zero-balance disbursement only accounts and (D) accounts containing cash or letter of credit margin collateral that are used to fulfill margin obligations under hedging agreements that hold at all times less than $5,000,000 in the aggregate (each an “Excluded Account” and collectively for all such accounts in clauses (A) through (D) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account, Securities Account and Commodity Account and shall not allow any other Person (other than Administrative Agent) to have control over a Deposit Account, a Securities Account or Commodity Account (other than the Excluded Accounts and the Secured Notes Collateral Account) or any Property deposited therein, in each case, constituting Collateral. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening, acquisition or closing of a Deposit Account, a Securities Account or a Commodity Account (other than an Excluded Account). Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the third Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. Notwithstanding anything to the contrary herein, all proceeds of Collateral received by any Obligor and all disbursement of loan proceeds shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the Closing Date and continuing until Full Payment of the Obligations, each Borrower and the other Obligors shall maintain Bank of America as their principal depository bank in the United States, including for the maintenance of operating and deposit accounts, lockbox administration, funds transfer, information reporting services and other treasury management services, in each case, for the avoidance of doubt, except for Excluded Accounts, any Secured Notes Collateral Account or any operating and Deposit Accounts maintained outside of the United States.

Deposit Accounts, Securities Accounts, Commodity Accounts. With respect to any Deposit Account, Commodity Account or Securities Account of any Loan Party (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement, fully executed by the applicable Loan Party and the depository, commodities intermediary or securities intermediary, on or before the following dates: (a) As of the Closing Date, Schedule 8.6 sets forth all Deposit Accounts, Securities Accounts and Commodity Accounts maintained by Borrowers and other Obligors (other than any Secured Notes Collateral Account), including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions reasonably necessary with respect to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.6(b) and each such Securities Account and such Commodity Account and each Deposit Account that is a collections account or other account to the extent reasonably requested by the Administrative Agent, Securities Account or Commodity Account (except, in each case, any such account that is solely a disbursement accountexisting on the First Amendment Effective Date, promptly but in any event within 75 days of the First Amendment Effective Date (or such longer period as the Administrative Agent shall determine in its reasonable discretion, without any requirement for Lender consent) opened, acquired or no longer constituting an Excluded Account and (b) with respect to any such account established after the Closing Date First Amendment Effective Date, promptly but in any event within 75 days of the date such account is established (other than (A) operating and deposit accounts that hold at all times less than $1,000,000 or such later date as the Administrative Agent may determine in the aggregate its reasonable discretion, without any requirement for all such accounts, (B) payroll, withholding tax and other fiduciary deposit accounts, (C) zero-balance disbursement only accounts and (D) accounts containing cash or letter of credit margin collateral that are used to fulfill margin obligations under hedging agreements that hold at all times less than $5,000,000 in the aggregate (each an “Excluded Account” and collectively for all such accounts in clauses (A) through (D) above, the “Excluded Accounts”)Lender consent). Each Borrower and each other Obligor shall be the sole account holder of each Domestic Loan Party hereby agrees that it will not hold or maintain any Deposit Account, Commodity Account or Securities Account and Commodity Account and shall not allow any other Person (other than Administrative Agentor applicable equivalent local type of account) to have control over with a Deposit Account, a Securities Account or Commodity Account (other than the Excluded Accounts and the Secured Notes Collateral Account) or any Property deposited therein, in each case, constituting Collateral. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening, acquisition or closing of a Deposit Account, a Securities Account or a Commodity Account (other than an Excluded Account). Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the third Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. Notwithstanding anything to the contrary herein, all proceeds of Collateral received by any Obligor and all disbursement of loan proceeds shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the Closing Date and continuing until Full Payment of the Obligations, each Borrower and the other Obligors shall maintain Bank of America as their principal depository bank in the United States, including for the maintenance of operating and deposit accounts, lockbox administration, funds transfer, information reporting services and other treasury management services, in each case, for the avoidance of doubt, except for Excluded Accounts, any Secured Notes Collateral Account or any operating and Deposit Accounts maintained financial institution which account is located outside of the United States, and each Canadian Loan Party hereby agrees that it will not hold or maintain any Deposit Account, Commodity Account or Securities Account (or applicable equivalent local type of account) with a financial institution which account is not located within the United States or Canada; provided, that the foregoing restrictions shall not apply to (x) Deposit Accounts described in clause (a) of the definition of “Excluded Accounts” and (y) other Deposit Accounts, Commodity Accounts or Securities Accounts (or applicable equivalent local type of account) with amounts on deposit that have a daily balance, in the aggregate with all other accounts described in this clause (y), not in excess of $2,000,000.

Deposit Accounts, Securities Accounts, Commodity Accounts. (a) As of the Closing Date, Schedule 8.6 sets forth all Deposit Accounts, Securities Accounts and Commodity Accounts maintained by Borrowers and other Obligors (other than any Secured Notes Collateral Account), including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions reasonably necessary to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.6(b) and each such Securities Account and such Commodity Account and each Deposit Account that is a collections account or other account to the extent reasonably requested by the Administrative Agent, Securities Account or Commodity Account (except, in each case, any such account that is solely a disbursement account) opened, acquired or no longer constituting an Excluded Account after the Closing Date (other than (A) operating and deposit accounts that hold at all times less than $1,000,000 in the aggregate for all such accounts, (B) payroll, withholding tax and other fiduciary deposit accounts, (C) zero-balance disbursement only accounts and (D) accounts containing cash or letter of credit margin collateral that are used to fulfill margin obligations under hedging agreements Hedging Agreements that hold at all times less than $5,000,000 in the aggregate (each an “Excluded Account” and collectively for all such accounts in clauses (A) through (D) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account, Securities Account and Commodity Account and shall not allow any other Person (other than Administrative Agent) to have control over a Deposit Account, a Securities Account or Commodity Account (other than the Excluded Accounts and the Secured Notes Collateral Account) or any Property deposited therein, in each case, constituting Collateral. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening, acquisition or closing of a Deposit Account, a Securities Account or a Commodity Account (other than an Excluded Account). Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the third Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. Notwithstanding anything to the contrary herein, all proceeds of Collateral received by any Obligor and all disbursement of loan proceeds shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the Closing Date and continuing until Full Payment of the Obligations, each Borrower and the other Obligors shall maintain Bank of America as their principal depository bank in the United States, including for the maintenance of operating and deposit accounts, lockbox administration, funds transfer, information reporting services and other treasury management services, in each case, for the avoidance of doubt, except for Excluded Accounts, any Secured Notes Collateral Account or any operating and Deposit Accounts maintained outside of the United States.