Securities Accounts If a Collateral Account is a securities account, the Financial Institution agrees that:
Deposit Accounts As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, (ii) the available balance of which is swept daily to a Deposit Account subject to the Collateral Agent’s Control or (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.