Common use of Depository Banks Clause in Contracts

Depository Banks. Each Loan Party shall at all times maintain the Administrative Agent (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then due.

Depository Banks. Each Loan Party shall at all times maintain the Administrative Agent (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except . Except for Excluded Deposit Accounts, within forty-five (45) days of the Closing Date, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or with such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the relevant Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a any Default or Event of Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations (whether or not then due).

Depository Banks. Each Within 30 days of the Closing Date, each Loan Party shall at all times maintain the Administrative Agent (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except . Except for Excluded Deposit Accounts, within 30 days of the Closing Date, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or with such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the relevant Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a any Default or Event of Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations (whether or not then due).

Depository Banks. Each Within ninety (90) days of the Closing Date, each Loan Party shall at all times maintain the Administrative Agent (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and. Within ninety (90) days of the Closing Date, except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or with such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations (whether or not then due).

Depository Banks. Each Loan Party shall at all times maintain On or before fifteen (15) days after the Fourth Amendment Effective Date (or such later date as the Administrative Agent (or one shall agree in its sole discretion) the Borrower shall and shall cause each Restricted Person to maintain all of its Affiliatesoperating accounts, Deposit Accounts and Securities Accounts (as those terms are defined in the New York Uniform Commercial Code) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one with a Lender and shall cause such operating accounts, Deposit Accounts and Securities Accounts at all times to be subject of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”)Control Agreement; provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or in the Ocelot Acquisition shall not be required event the depositary bank ceases to be subject the Administrative Agent or a Lender, the Borrower shall, and shall cause each Restricted Persons to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty close any such operating account, Deposit Account or Securities Account within forty-five (18045) days after (or such later date as the Administrative Agent may agree to in its sole discretion) of the date such deposit accounts were acquired by Person ceases to be a Lender or the Administrative Agent. After forty-five (45) days after the Fourth Amendment Effective Date (or such Loan Party. Each Loan Party shall make such arrangements later date as may be reasonably requested by the Administrative Agent shall agree in its sole discretion) , the Borrower shall not and shall not permit any Restricted Person to assure that all proceeds open any operating account or other Deposit Account or Securities Account unless concurrently with the opening of such account the Collateral are deposited (in the same form Borrower or such Restricted Person, as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so depositedapplicable, shall be held by it in trust for have delivered to the Administrative Agent a duly executed Control Agreement in respect of such account; provided, however, in the event the Borrower or any Restricted Person acquires a Deposit Account or Securities Account pursuant to an acquisition, the Borrower and each Restricted Person shall have forty-five (45) days from the Lenders. Each Loan Party acknowledges and agrees that date of such acquisition (or such later date as the Administrative Agent has shall agree in its sole discretion) to (and is hereby granted to the extent it does not already havei) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to close any such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then due.acquired Deposit

Depository Banks. Each Loan Party shall maintain at all times maintain the Administrative Agent Bank (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all . All deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) Bank or such other bank(s) reasonably acceptable to the Administrative Agent Bank subject to deposit account control agreements in favor of Administrative Agent the Bank on terms reasonably satisfactory to Administrative Agent the Bank (all such deposit accounts maintained with the Administrative Agent (Bank or one of its Affiliates) or with such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent Bank to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the LendersBank. Each Loan Party acknowledges and agrees that the Administrative Agent Bank has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent Bank agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent Bank may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations (whether or not then due).

Depository Banks. (a) Each Borrower will, and will cause each of the other Loan Party shall at all times Parties to, maintain a bank reasonably acceptable to the Administrative Agent (or one of its Affiliates) as its primary principal depository bank, including for its principal the maintenance of operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business. Schedule 5.17 sets forth as of the Effective Date all deposit accounts, andsecurities accounts and commodities accounts of each Borrower and the other Loan Parties. (b) Each Borrower shall, except for Excluded and shall cause each other Loan Party to, (i) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (ii) not establish or one of its Affiliatesmaintain any securities account or commodity account that is not a Controlled Securities Account and (iii) not establish or such other bank(s) reasonably acceptable to the Administrative Agent subject to maintain any deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) subject to that is not a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”)Controlled Deposit Account; provided, however, that the Loan Parties may maintain (A) payroll, withholding tax and other fiduciary or zero balance accounts and (B) prior to September 30, 2006, cash in deposit accounts acquired by with Bank of Montreal in an aggregate amount not to exceed $1,000,000 at any time; provided, further, that the Borrowers shall cause all balances in the accounts referred to in clause (B) above to be transferred into a Controlled Deposit Account on a weekly basis. (c) Each Borrower shall, and shall cause each other Loan Party to, notify and direct each Account debtor and every other Person obligated to make payments with respect to any Accounts, Inventory or other Collateral to make all such payments directly to a Controlled Deposit Account. Each Borrower shall, and shall cause each other Loan Party to, use all reasonable efforts to cause each Account debtor and every other Person identified in the preceding sentence to make all payments with respect to any Accounts, Inventory or other Collateral directly to a Controlled Deposit Account. In the event that a Loan Party as part of a Permitted Acquisition directly receives any cash or other funds, notwithstanding the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to arrangements for payment directly into the foregoing provisions until the date that is one hundred eighty (180) days after (or Controlled Deposit Accounts, such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, remittances shall be held by it in trust for the benefit of the Administrative Agent and the Lenders. Each Secured Parties and shall be segregated from other funds of such Loan Party, and each Borrower shall, or shall cause each other Loan Party acknowledges to, cause such remittances and agrees payments to be deposited into a Controlled Deposit Account as soon as practicable after such Loan Party’s receipt thereof. Without the prior written consent of the Administrative Agent, no Loan Party shall, under any circumstances whatsoever, change the general instructions given to Account debtors and other Persons obligated to make payments with respect to any Accounts, Inventory or other Collateral regarding the deposit of payments with respect thereto in a Controlled Deposit Account. (d) Each Borrower shall, and shall cause each other Loan Party to, use all reasonable efforts to prevent (i) any funds that are proceeds of Foreign Fixed Asset Collateral from being deposited or otherwise commingled with proceeds of Foreign Working Capital Collateral and (ii) any funds that are proceeds of Collateral from being deposited or otherwise commingled with proceeds of assets that do not constitute Collateral. (e) During a Cash Collection Period, the Administrative Agent has (may, and is hereby granted to at the extent it does not already have) request of the Required Lenders shall, transfer any funds held in a Lien Controlled Deposit Account or Controlled Securities Account on each Assigned Business Day to a Collateral Proceeds Account or German Collateral Proceeds Account, as applicable. With respect to any Controlled Deposit Account or Controlled Securities Account that is not the subject of a Control Agreement, during a Cash Collection Period, at the request of the Administrative Agent, each Borrower shall, and all shall cause each Loan Party to, transfer any funds contained therein held in such Controlled Deposit Account or Controlled Securities Account on each Business Day to secure the Secured Obligationsa Collateral Proceeds Account or German Collateral Proceeds Account, as applicable. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred shall not have any responsibility for, or is continuingbear any risk of loss of, amounts on deposit any investment or income of any funds in the Assigned Accounts will (subject to the rules and regulations as from any Collateral Proceeds Account or German Collateral Proceeds Account. From time to time after funds are deposited in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Defaultany Collateral Proceeds Account or German Collateral Proceeds Account, the Administrative Agent may apply funds then held in such Collateral Proceeds Account or German Collateral Proceeds Account to the payment of Obligations in accordance with Section 2.10(c). No Loan Party and no Person claiming on behalf of or through any Loan Party shall have any right to demand payment of any funds on deposit held in any and all such Assigned Accounts Collateral Proceeds Account or German Collateral Proceeds Account at any time prior to the Secured Obligations whether or not then duetermination of all Commitments and the payment in full of all Obligations.

Depository Banks. Each Loan Party shall at all times maintain the Administrative Agent Bank (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except . Except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) Bank or such other bank(s) reasonably acceptable to the Administrative Agent Bank subject to deposit account control agreements in favor of Administrative Agent the Bank on terms reasonably satisfactory to Administrative Agent the Bank (all such deposit accounts maintained with the Administrative Agent (Bank or one of its Affiliates) or with such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); , provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to maintained with the foregoing provisions Bank until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent Bank to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the LendersBank. Each Loan Party acknowledges and agrees that the Administrative Agent Bank has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent Bank agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent Bank may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations (whether or not then due).

Depository Banks. Each Loan Party shall at all times maintain the Administrative Agent (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (i) a Lender (or one of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent or (ii) the Administrative Agent (all such deposit accounts maintained with described in the Administrative Agent foregoing clauses (or one of its Affiliatesi) or such other bank(sand (ii) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or opened by a Loan Party with a Lender (or its Affiliates) after the Ocelot Acquisition Closing Date shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired or opened by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then due.

Depository Banks. Each Loan Party shall at all times (other than the members of the Cott Mexican Group) will maintain the Administrative Agent (or one of its Affiliates) Chase as its primary principal depository bank, including for its principal the maintenance of operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all provided that each Loan Party may maintain deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) or other financial institutions provided such other bank(s) reasonably acceptable to the Administrative Agent subject to institutions have delivered deposit account control agreements in favor of Administrative Agent on terms reasonably (or similar agreements) satisfactory to the Administrative Collateral Agent or UK Collateral Trustee, as the case may be, to the extent required under the relevant Security Agreement, and provided, further that (all i) if Cliffstar LLC does not obtain Deposit Account Control Agreements from Hxxxxx Bank, N.A. on or prior to the sixty days after the Effective Date (or such deposit accounts maintained with longer period of up to thirty days as may be agreed to by the Administrative Agent in its sole discretion), Cliffstar LLC shall no later than such sixtieth day (or one of its AffiliatesA) or such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as establish with Chase separate lock box (the “Assigned Chase Lock Box”) and cash management accounts (collectively, the “Chase Accounts”); provided, however, that deposit accounts acquired (B) begin notifying all Account Debtors (including by a Loan Party as part way of a Permitted Acquisition all invoices distributed on or the Ocelot Acquisition shall not be required after such date) to be subject to deposit account control agreement pursuant send all payments to the foregoing provisions until the date that is one hundred eighty Chase Lock Box or Chase Accounts, as appropriate and (180C) days after transfer all amounts credited to any account at Hxxxxx Bank, N. A. to a Chase Account on each Business Day (or such later date longer period as may be agreed to by the Administrative Agent in its sole discretion), and (ii) whether or not Cliffstar LLC obtains Deposit Account Control Agreements from Hxxxxx Bank, N.A. on or prior to sixty days after the Effective Date, Cliffstar LLC will have 180 days after the Effective Date (or such longer period as may agree be agreed to by the Administrative Agent in its sole discretion) to establish Chase as its principal depository bank, including for the date such maintenance of operating, administrative, cash management, collection activity, and other deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence , and during the continuance of a Default, shall (except as may otherwise be agreed by the Administrative Collateral Agent may apply the funds on in its sole discretion) close all deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then due.accounts maintained at Hxxxxx Bank, N.A.

Depository Banks. Each Loan Party shall at all times (a) The Borrower and each Subsidiary will maintain the Administrative Agent (or one of its Affiliates) any Lender as its primary principal depository bank, including for its principal the maintenance of operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all deposit accounts so long as the costs of such services are commercially reasonable and customary. (a) If an Event of Default shall have occurred and be continuing (other than with respect to an Event of Default that has occurred under clause (e) of Article VII due to failure to comply with Section 5.01) and the Administrative Agent shall so request (acting at the written direction of the Loan Parties Required Lenders), (i) the Parent and the Borrower shall, and shall at cause each Credit Party to, cause all times Deposit Accounts (other than Excluded Accounts) to be maintained with subject to the control (as such term is defined in 9-104 of the Uniform Commercial Code of the applicable jurisdiction) of the Administrative Agent pursuant to a Deposit Account Control Agreement for the purpose of perfecting the Administrative Agent’s Lien on such Deposit Account and all amounts deposited therein and (ii) upon the Borrower or any other Credit Party opening any Deposit Account (other than an Excluded Account) or any Deposit Account of the Borrower or any other Credit Party ceasing to be an Excluded Account, within 30 days thereof (subject to extension by the Administrative Agent (or one acting at the written direction of its Affiliatesthe Required Lenders) or cause the applicable Deposit Account to be subject to the control (as such other bank(sterm is defined in 9-104 of the Uniform Commercial Code of the applicable jurisdiction) reasonably acceptable to of the Administrative Agent subject pursuant to deposit account control agreements in favor a Deposit Account Control Agreement for the purpose of perfecting the Administrative Agent’s Lien on such Deposit Account and all amounts deposited therein. Notwithstanding the foregoing, no Deposit Account Control Agreement shall be required for any Deposit Account for which the Administrative Agent on terms reasonably satisfactory is the bank (as defined in the Uniform Commercial Code of the applicable jurisdiction). (b) If an Event of Default shall have occurred and be continuing (other than with respect to Administrative Agent an Event of Default that has occurred under clause (all such deposit accounts maintained e) of Article VII due to failure to comply with Section 5.01) and the Administrative Agent (or one acting at the written direction of its Affiliatesthe Required Lenders) or such shall so request, (i) the Parent and the Borrower shall, and shall cause each other bank(sCredit Party to, cause all Securities Accounts (other than Excluded Securities Accounts) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account the control agreement pursuant to (as such term is defined in Section 8-106 of Article 8 of the foregoing provisions until Uniform Commercial Code of the date that is one hundred eighty (180applicable jurisdiction) days after (or such later date as of the Administrative Agent may agree in its sole discretionpursuant to a Securities Account Control Agreement for the purposes of perfecting the Administrative Agent’s Lien on such Securities Account and (ii) upon the date such deposit accounts were acquired by such Loan Party. Each Loan Borrower or any other Credit Party shall make such arrangements as may opening any Securities Account (other than an Excluded Securities Account) or any Securities Account of the Borrower or any Credit Party ceasing to be reasonably requested an Excluded Securities Account, within 30 days thereof (subject to extension by the Administrative Agent to assure that all proceeds (acting at the written direction of the Collateral are deposited Required Lenders)) cause the applicable Securities Account to be subject to the control (as such term is defined in Section 8-106 of Article 8 of the same form as receivedUniform Commercial Code of the applicable jurisdiction) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and pursuant to a Securities Account Control Agreement for the Lenders. Each Loan Party acknowledges and agrees that purposes of perfecting the Administrative Agent has (and is hereby granted to the extent it does not already have) a Agent’s Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then dueSecurities Account.

Depository Banks. Each Loan Party shall at all times maintain On or before fifteen (15) days after the Fourth Amendment Effective Date (or such later date as the Administrative Agent (or one shall agree in its sole discretion) the Borrower shall and shall cause each Restricted Person to maintain all of its Affiliatesoperating accounts, Deposit Accounts and Securities Accounts (as those terms are defined in the New York Uniform Commercial Code) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one with a Lender and shall cause such operating accounts, Deposit Accounts and Securities Accounts at all times to be subject of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”)Control Agreement; provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or in the Ocelot Acquisition shall not be required event the depositary bank ceases to be subject the Administrative Agent or a Lender, the Borrower shall, and shall cause each Restricted Persons to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty close any such operating account, Deposit Account or Securities Account within forty-five (18045) days after (or such later date as the Administrative Agent may agree to in its sole discretion) of the date such deposit accounts were acquired by Person ceases to be a Lender or the Administrative Agent. After forty-five (45) days after the Fourth Amendment Effective Date (or such Loan Party. Each Loan Party shall make such arrangements later date as may be reasonably requested by the Administrative Agent shall agree in its sole discretion) , the Borrower shall not and shall not permit any Restricted Person to assure that all proceeds open any operating account or other Deposit Account or Securities Account unless concurrently with the opening of such account the Collateral are deposited (in the same form Borrower or such Restricted Person, as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so depositedapplicable, shall be held by it in trust for have delivered to the Administrative Agent a duly executed Control Agreement in respect of such account; provided, however, in the event the Borrower or any Restricted Person acquires a Deposit Account or Securities Account pursuant to an acquisition, the Borrower and each Restricted Person shall have forty-five (45) days from the Lenders. Each Loan Party acknowledges and agrees that date of such acquisition (or such later date as the Administrative Agent has shall agree in its sole discretion) to (i) close any such acquired Deposit Account or Securities Account in the event such account is not held with the Administrative Agent or a Lender, and is hereby granted (ii) subject any such acquired Deposit Account or Securities Account to a Control Agreement. The requirements of this Section 6.23 shall not apply to Excluded Accounts. Notwithstanding anything to the extent it does not already have) a Lien on each Assigned Account and all funds contrary contained therein to secure the Secured Obligations. The Administrative Agent agrees with the herein or in any other Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a DefaultDocument, the Administrative Agent may apply shall not direct disbursements from such Deposit Accounts or Securities Accounts or prohibit the funds on deposit in any Borrower from making disbursements from such Deposit Accounts or Securities Accounts unless an Event of Default has occurred and all such Assigned Accounts to the Secured Obligations whether or not then dueis continuing.”

Depository Banks. Each Subject to any post-closing periods set forth in Section 8.25(c), each Loan Party shall at all times maintain the Administrative Agent (or one of its Affiliates) as its primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts for the conduct of its business, and, except for Excluded Deposit Accounts, all deposit accounts of the Loan Parties shall at all times be maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts maintained with the Administrative Agent (or one of its Affiliates) or such other bank(s) subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”); provided, however, that deposit accounts acquired by a Loan Party as part of a Permitted Acquisition or the Ocelot Acquisition shall not be required to be subject to deposit account control agreement pursuant to the foregoing provisions until the date that is one hundred eighty (180) days after (or such later date as the Administrative Agent may agree in its sole discretion) the date such deposit accounts were acquired by such Loan Party. Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of a Default, the Administrative Agent may apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then due.