Common use of Deposit Accounts; Securities Accounts Clause in Contracts

Deposit Accounts; Securities Accounts. (a) Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.5(b) and each such Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (A) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (B) accounts containing not more than $25,000 individually and $500,000 in the aggregate for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Proceeds Collateral Account) or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. 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 first 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. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the date that is ninety (90) days after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion) and continuing until Full Payment of the Obligations, each Borrower and the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held with Bank of America, N.A. or any of its Affiliates, except for (i) Excluded Accounts and (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,000; provided that the Administrative Agent may increase such $10,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion. At all times starting on the Closing Date, all operating and Deposit Accounts described in sub-clause (ii) above shall be subject to a Deposit Account Control Agreement.

Deposit Accounts; Securities Accounts. Each Grantor shall cause at all times (ai) Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such depositary bank holding a Deposit Account (iother than Exempt Accounts) that is a collections account owned by such Grantor, and (ii) as required by Section 8.5(b) and each such Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (A) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (B) accounts containing not more than $25,000 individually and $500,000 in the aggregate for all such accounts at Intermediary holding any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account Investment Property or a Securities Account (other than Exempt Accounts) owned by such Grantor to be subject to an executed and delivered control agreement (each a "Control Agreement") in form and substance reasonably acceptable to the Notes Proceeds Collateral Agent, providing, among other things, for (A) the Agent to have Control over each such Deposit Account or Securities Account, as applicable (collectively, the "Blocked Accounts"), (B) the depositary bank or Securities Intermediary, as applicable, to follow the exclusive directions of the Agent upon notice from the Agent delivered during the continuance of an Event of Default with respect to such Blocked Accounts, without the need for any notice to or consent from any Loan Party (any such depositary bank executing and delivering any such control agreement, a "Controlled Depositary", and any such Securities Intermediary executing and delivering any such control agreement, a "Controlled Intermediary"). In no event shall any Grantor establish any Deposit Account (other than an Exempt Account) or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded any Exempt Account) and, with until each of the consent of Administrative Agent, will amend Schedule 8.5 to reflect samerequirements set forth in the preceding sentence shall have been satisfied. Each Borrower Whenever any Grantor 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 receive any event no later than the first Business Day after the date of receipt thereof, all cash, checksCash Equivalents, drafts money, checks or any 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. All Net including any Proceeds of the sale or other disposition of any Collateral), shall be deposited directly such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the applicable Dominion Accounts. (b) Commencing on the date that is ninety (90) days after the Closing Date a Blocked Account (or such later date as may be agreed a Exempt Account, to by the Administrative Agent in its sole discretionextent applicable) and continuing such amounts shall remain therein until Full Payment expended in accordance with the terms of the Credit Agreement or applied to the Obligations; and until such Grantor shall deposit such cash, each Borrower Cash Equivalents, money, checks or any other similar items of payment in a Blocked Account (or a Exempt Account, to the extent applicable), such Grantor shall hold such cash, Cash Equivalents, money, checks or any other similar items of payment in trust for the Secured Persons and as property of the Secured Persons, separate from the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held with Bank of America, N.A. or any of its Affiliates, except for (i) Excluded Accounts and (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,000; provided that the Administrative Agent may increase such $10,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion. At all times starting on the Closing Date, all operating and Deposit Accounts described in sub-clause (ii) above shall be subject to a Deposit Account Control AgreementGrantor.

Deposit Accounts; Securities Accounts. (a) Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.5(b) and each such Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (A) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (B) accounts containing not more than $25,000 individually and $500,000 in the aggregate for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Proceeds Collateral Account) or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. 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 first 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. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the date that is ninety (90) days after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion) and continuing until Until Full Payment of the Obligations, each Borrower and the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held with Bank of America, N.A. or any of its Affiliates, except for (i) Excluded Accounts and (ii) other operating and Deposit Accounts maintained with Xxxxx Fargo Bank, National Association and financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,00015,000,000; provided that the Administrative Agent may increase such $10,000,000 15,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion. At all times starting on the Closing Date, all operating and Deposit Accounts described in sub-clause (ii) above shall be subject to a Deposit Account Control Agreement.

Deposit Accounts; Securities Accounts. (aA) Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other ObligorsSubject to Section 3.6, including all Dominion Accounts as of the Closing Date. Each each Borrower and other Obligors Obligor shall take all actions necessary to establish Administrative Agent’s control of (1) each such Deposit Account (i) that is a collections collection or concentration account and (ii) as or required by Section 8.5(b5.15(d)(ii)(B), (2) and each such Securities Account and (3) each new Deposit Account and Securities Account opened after the Closing Date (in each case, other than (Aw) accounts exclusively used for payroll, withholding tax taxes, trust, employee wage and benefit payments and other fiduciary deposit accounts, (x) zero balance accounts (other than zero balance accounts that are collection or concentration accounts), (y) the Term Loan Collateral Proceeds Account and (Bz) accounts containing not more than $25,000 1,000,000 individually and $500,000 5,000,000 in the aggregate for all such accounts under this clause (z) at any time (each an “Excluded Account” and collectively for all such accounts in clauses (Aw) and through (Bz) above, the “Excluded Accounts”)). Unless an Event of Default or Cash Dominion Period then exists, Agent agrees not to give any instruction under any Control Agreement directing disposition of funds in any account subject to such Control Agreement. Notwithstanding the foregoing, the Billings Acquisition Escrow Account shall not be subject to the requirements of this Section 5.15(d)(i)(A) prior to the earlier of the Billings Acquisition Date and the prepayment of the Billings Acquisition Borrowing in accordance with Section 2.4(e)(iii). (B) Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account (other than an Excluded Account) and Securities Account (other than an Excluded Account) and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Term Loan Collateral Proceeds Collateral Account) or any Property deposited therein. . (C) Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (in each case other than an Excluded Account). (D) andWithin 120 days of the Closing Date, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower each Obligor shall (i) request in writing and otherwise take such commercially 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 5.10(b)(iv). (iiE) deposit or cause to be deposited promptly, and in any event no later than the first 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. All Net Cash Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (bA) Commencing on the date that is ninety (90) Within 120 days after of the Closing Date (or such later date as may be agreed to by the Administrative Agent Date, until payment in its sole discretion) and continuing until Full Payment full of the Obligations, each Borrower and the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held establish and maintain their primary depository and treasury management relationships with Bank of America, N.A. the Agent or any of its Affiliates, except for (i) Excluded Accounts and Accounts, (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,00015,000,000; provided that the Administrative Agent may increase such $10,000,000 15,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion. , (iii) Deposit Accounts with Bank of America, N.A. or one or more of its Affiliates in relation to Accounts Set-up Under the ExxonMobil SAP Clone, (iv) one or more Deposit Accounts with Fifth Third Bank, National Association or its Affiliates in aggregate amounts not to exceed $50,000,000, and (v) depository or treasury management services for which the Agent or one of its Affiliates do not provide in the applicable jurisdiction. (B) At all times starting on the Closing Date(subject to Section 3.6), all operating and Deposit Accounts described in sub-clause (iiSection 5.15(d)(ii)(A)(ii) above shall be subject to a Deposit Account Control Agreement.

Deposit Accounts; Securities Accounts. (aA) Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other ObligorsSubject to Section 3.6, including all Dominion Accounts as of the Closing Date. Each each Borrower and other Obligors Obligor shall take all actions necessary to establish Administrative Agent’s control of (1) each such Deposit Account (i) that is a collections collection or concentration account and (ii) as or required by Section 8.5(b5.15(d)(ii)(B), (2) and each such Securities Account and (3) each new Deposit Account and Securities Account opened after the Closing Date (in each case, other than (Aw) accounts exclusively used for payroll, withholding tax taxes, trust, employee wage and benefit payments and other fiduciary deposit accounts, (x) zero balance accounts (other than zero balance accounts that are collection or concentration accounts), (y) the Term Loan Collateral Proceeds Account and (Bz) accounts containing not more than $25,000 1,000,000 individually and $500,000 5,000,000 in the aggregate for all such accounts under this clause (z) at any time (each an “Excluded Account” and collectively for all such accounts in clauses (Aw) and through (Bz) above, the “Excluded Accounts”)). Unless an Event of Default or Cash Dominion Period then exists, Agent agrees not to give any instruction under any Control Agreement directing disposition of funds in any account subject to such Control Agreement. (B) Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account (other than an Excluded Account) and Securities Account (other than an Excluded Account) and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Term Loan Collateral Proceeds Collateral Account) or any Property deposited therein. . (C) Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (in each case other than an Excluded Account). (D) andWithin 120 days of the Closing Date, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower each Obligor shall (i) request in writing and otherwise take such commercially 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 5.10(b)(iv). (iiE) deposit or cause to be deposited promptly, and in any event no later than the first 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. All Net Cash Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (bii) Commencing on the date that is ninety (90A) Within 120 days after of the Closing Date (or such later date as may be agreed to by the Administrative Agent Date, until payment in its sole discretion) and continuing until Full Payment full of the Obligations, each Borrower and the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held establish and maintain their primary depository and treasury management relationships with Bank of America, N.A. the Agent or any of its Affiliates, except for (i) Excluded Accounts and Accounts, (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,00015,000,000; provided that the Administrative Agent may increase such $10,000,000 15,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion. At all times starting on the Closing Date, all operating and (iii) Deposit Accounts described with Bank of America, N.A. or one or more of its Affiliates in subrelation to Accounts Set-clause up Under the ExxonMobil SAP Clone, (iiiv) above shall be subject one or more Deposit Accounts with Fifth Third Bank, National Association or its Affiliates in aggregate amounts not to a Deposit Account Control Agreementexceed $50,000,000, and (v) depository or treasury management services for which the Agent or one of its Affiliates do not provide in the applicable jurisdiction.

Deposit Accounts; Securities Accounts. (a) Schedule 8.5 8.5.1 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date, including all Dominion Accounts. Each Subject to Section 10.1.11, each Borrower and other Obligors shall take all actions necessary to establish Administrative AgentLender’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.5(b) and each such Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (Aa) accounts exclusively used for payrollDeposit Accounts constituting Excluded Property, withholding tax and other fiduciary deposit accounts and (B) accounts containing not more than $25,000 individually and $500,000 in the aggregate for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Proceeds Collateral Account) or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. 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 first 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. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the date that is for a period of ninety (90) days after the Closing Date (or such later date longer period as may be agreed consented to by the Administrative Agent Lender, in its sole discretion) and continuing until Full Payment of ), the Obligations, accounts at each Borrower and Existing Depositary Bank so long as the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained sweep instructions provided in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held with Bank of America, N.A. or any of its Affiliates, except for (i) Excluded Accounts Section 8.2.5 are being provided by the Borrowers and (iic) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom for a period of sixty (60) days after the Obligors currently have accountsClosing Date (or such longer period as consented to by Lender, with an aggregate average monthly balance for all such accounts not to exceed $10,000,000; provided that the Administrative Agent may increase such $10,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion), the deposit account maintained at JPMorgan Chase Bank, N.A., so long as such account is used solely to receive quarterly annuity payments from The Hartford Financial Services Group, Inc. or an Affiliate thereof). At all times starting on the Closing Date, all operating and Deposit Accounts described in sub-clause (ii) above Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Lender or Term Lender, so long as subject to the Intercreditor Agreement)) to have control over a Deposit Account Control Agreementor any Property deposited therein; provided that IMS, consistent with past practice, may receive certain Payment Items on behalf of the Borrowers and deposit such Payment Items into a Dominion Account of a Borrower. Each Borrower shall promptly notify Lender of any opening or closing of a Deposit Account and, with the consent of Lender, will amend Schedule 8.5 to reflect same.

Deposit Accounts; Securities Accounts. (a) 8.5.1 Schedule 8.5 8.5.1 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date, including all Dominion Accounts. Each Subject to Section 10.1.11, each Borrower and other Obligors shall take all actions necessary to establish Administrative AgentLender’s control (provided Lender agrees that such control shall be subject to the terms and conditions of the Intercreditor Agreement and, in addition, that Lender shall not exercise such control unless an Event of Default then exists) of each such Deposit Account (iother than (a) that is Deposit Accounts constituting Excluded Property, (b) for a collections account and period of ninety (ii90) as required by Section 8.5(b) and each such Securities Account and each new Deposit Account and Securities Account opened days after the Closing Date (other than (A) or such longer period as consented to by Lender, in its sole discretion), the accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts at each Existing Depositary Bank so long as the sweep instructions provided in Section 8.2.5 are being provided by the Borrowers and (Bc) accounts containing not more than $25,000 individually and $500,000 for a period of sixty (60) days after the Closing Date (or such longer period as consented to by Lender, in the aggregate for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) aboveits sole discretion), the “Excluded Accounts”)deposit account maintained at JPMorgan Chase Bank, N.A., so long as such account is used solely to receive quarterly annuity payments from The Hartford Financial Services Group, Inc. or any Affiliate thereof). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Lender or ABL Lender, so long as subject to the Intercreditor Agreement) to have control over a Deposit Account or any Property deposited therein; provided that IMS, consistent with past practice, may receive certain Payment Items on behalf of the Borrowers and deposit such Payment Items into a Dominion Account of a Borrower. Each Borrower shall promptly notify Lender of any opening or closing of a Deposit Account and, with the consent of Lender, will amend Schedule 8.5 to reflect same. 8.5.2 The Borrowers shall, on a daily basis, instruct each of US Bank, National Association and BMO Xxxxxx Bank (each, an “Existing Depositary Bank”) to transfer any and all amounts from each Borrower’s Deposit Accounts at such Existing Depositary Bank to a Dominion Account maintained at ABL Lender. 8.5.3 Schedule 8.5.3 sets forth all Securities Accounts maintained by Borrowers as of the Closing Date. For a period of ninety (90) days after the Closing Date (or such longer period as consented to by Lender, in its sole discretion), the Borrowers may maintain Securities Accounts with securities intermediates other than the Lender or an Affiliate of the Lender, but thereafter all Securities Accounts must be maintained with the Lender or an Affiliate of the Lender. Each Borrower shall take all actions necessary to establish Lender’s control (provided Lender agrees that such control shall be subject to the terms and conditions of the Intercreditor Agreement and, in addition, that Lender shall not exercise such control unless an Event of Default then exists) of each such Securities Account . Each Borrower shall be the sole account holder of each Securities Account and shall not allow any other Person (other than Administrative Agent,Lender or ABL Lender, so long as subject to the Intercreditor Agreement)) to have control over a Deposit Account or a Securities Account (other than the Notes Proceeds Collateral Account) or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. 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 first 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. All Net Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the date that is ninety (90) days after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion) and continuing until Full Payment of the Obligations, each Borrower and the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Deposit Accounts or Securities Accounts to be solely maintained in Deposit Accounts or Securities Accounts held with Bank of America, N.A. or any of its Affiliates, except for (i) Excluded Accounts and (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,000; provided that the Administrative Agent may increase such $10,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion. At all times starting on the Closing Date, all operating and Deposit Accounts described in sub-clause (ii) above shall be subject to a Deposit Account Control Agreement.