Common use of Securities Accounts; Deposit Accounts Clause in Contracts

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (ii) any Deposit Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (b) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors during the existence of an Event of Default. (c) Such Grantor shall give the Administrative Agent prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor.

Securities Accounts; Deposit Accounts. Subject to Section 5.3 of the Credit Agreement: (a) With respect to (i) any Securities Account that is not an Excluded Account, such Grantor shall (i) cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by (ii) unless the Administrative AgentAgent otherwise agrees, cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor; and (b) At all times after the Closing Date, as requested by the Administrative Agent; and (ii) with respect to any Deposit Account that is not an Excluded Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (bc) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors after the occurrence and during the existence continuance of an Event of Default. (cd) Such Grantor shall give the Administrative Agent prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor (in each case, that is not an Excluded Account) with respect to any Investment Property held by such Grantor.. ​ ​

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities AccountAccount other than Exempt Accounts maintained by any Grantor, such Grantor shall cause any applicable securities intermediary maintaining (within (i) thirty (30) days of the Closing Date (or such Securities Account to show on its books that longer period as the Administrative Agent is the entitlement holder shall agree)) with respect to such Securities Account, andAccounts maintained by any Grantor on the Closing Date and (ii) promptly with respect to any Securities Accounts established by any Grantor after the Closing Date), if requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; ; (b) With respect to any other Investment Account other than Exempt Accounts maintained by any Grantor, such Grantor shall (within (i) thirty (30) days of the Closing Date (or such longer period as the Administrative Agent shall agree)) with respect to Deposit Accounts maintained by any Grantor on the Closing Date and (ii) promptly with respect to any Deposit Account, such Accounts established by any Grantor shall after the Closing Date) enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated such Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate.Account; (bc) The Administrative Agent agrees that it will only communicate “entitlement orders”, “instructions”, “notice of control” (i) or similar communications with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors after the occurrence and during the existence continuance of an Event of Default.; (cd) Such Grantor shall give the Administrative Agent prompt immediate notice of the establishment of any new Deposit Account and of any new Securities Investment Account established by such Grantor with respect to any Investment Property held by such Grantor; and (e) Notwithstanding the foregoing, Grantors shall not be required to enter into account control or similar agreements for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities AccountAccount (other than Excluded Accounts), such Grantor shall cooperate with the Administrative Agent to cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, such Grantor shall cooperate with the Administrative Agent to cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative AgentAgent (provided that, at the election of the Grantor, such control agreement shall permit the Grantor to transfer funds and issue instructions unless the Administrative Agent has issued a notice of exclusive control or similar instruction during the occurrence of an Event of Default); and and (iib) with respect to any Deposit AccountAccount (other than Excluded Accounts), such Grantor shall enter into (with respect to the Deposit Accounts subject to Section 6.10 and shall Section 5.3 of the Credit Agreement, no later than the date specified therein) cooperate with the Administrative Agent to cause the any applicable depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 provided that, at the election of the Credit Agreement)) of Grantor, such control agreement shall permit the Grantor if the balance of such Investment Account is less than $100,000 individually, to transfer funds and the balance of all Investment Accounts of such Grantor that are not subject to issue instructions unless the Administrative Agent’s perfected Lien does not exceed $500,000 in Agent has issued a notice of exclusive control or similar instruction during the aggregate.occurrence of an Event of Default). Guarantee & Collateral Agreement (bc) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors after the occurrence and during the existence continuance of an Event of Default. (cd) Such Grantor shall give the Administrative Agent prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such GrantorGrantor and update Schedule 2 as necessary to reflect such new Deposit Account or Securities Account.

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities Account (other than any such Securities Account that is an Excluded Account), such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, andshall, if requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and and (iib) with respect to any Deposit Account (other than any such Deposit Account that is an Excluded Account), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (bc) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors after the occurrence and during the existence continuance of an Event of Default. The Administrative Agent agrees that it shall promptly, upon written request from such Grantor and to the extent required pursuant to any Control Agreement, acknowledge and/or consent to any amendments, supplements or modifications to such Grantors Deposit Accounts or Securities Accounts (or any documentation related thereto) that are not materially adverse to the interests of the Administrative Agent with respect to the Lien granted in connection with such Control Agreement. (cd) Such Grantor shall give the Administrative Agent prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor, in each case, concurrently with the Compliance Certificate to be delivered following the establishment of a new Deposit Account.

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities Account other than an Excluded Account or an Encumbered Account, such Grantor shall shall, subject to Section 4.02 of the Credit Agreement, cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Collateral Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Collateral Agent; and . (iib) With respect to any Deposit Account other than an Excluded Account or an Encumbered Account, such Grantor shall shall, subject to Section 4.02 of the Credit Agreement, enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent pursuant to which such depositary institution shall agree to comply with the Administrative Agent shall be granted “control” (within Collateral Agent’s instructions directing disposition of the meaning of funds in such Deposit Account without further consent by such Grantor in accordance with Section 9-104 9104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (bc) The Administrative Collateral Agent agrees that it will only communicate instructions or “entitlement orders” (i) with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors after the occurrence and during the existence continuance of an Event of Default. (cd) Such Grantor shall give provide the Administrative Collateral Agent prompt 5 days prior written notice of the establishment of before establishing any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor.

Securities Accounts; Deposit Accounts. (a) With Subject to Section 3.3(f), with respect to (i) any Securities AccountAccount (other than Excluded Accounts), such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, promptly cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and and (iib) Subject to Section 3.3(f), with respect to any Deposit AccountAccount (other than Excluded Accounts), such Grantor shall enter into and shall promptly cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (bc) The Administrative Agent agrees that it will only not communicate “entitlement orders” (i) with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors during the existence of unless an Event of DefaultDefault has occurred and is continuing. (cd) No Grantor shall transfer funds or other moneys from domestic Investment Accounts to the Canadian Collection Account for any purpose other than to pay for operating expenses of the Borrower in Canada in the ordinary course of business. (e) Such Grantor shall give the Administrative Agent prompt (and in any event within 10 Business Days of such establishment (as such period may be extended by the Administrative Agent in its sole discretion)) notice of the establishment of any new Deposit Account and of any new Securities Account (other than Excluded Accounts) established by such Grantor with respect to any Investment Property held by such Grantor.

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities Account that is not an Excluded Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and and (iib) with respect to any Deposit AccountAccount that is not an Excluded Account (or a Designated Account during the Designated Account Transition Period), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (bc) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors after the occurrence and during the existence continuance of an Event of Default. (cd) Such Grantor shall give the Administrative Agent prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor, in each case, other than Excluded Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to (i) any Securities Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement Agreement, in form and substance reasonably satisfactory to the Administrative Agent Agent, with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (ii) any Deposit Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement Agreement, in form and substance reasonably satisfactory to the Administrative Agent Agent, pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a the Borrower Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)Account) of such Grantor if the balance of such Investment Account is less than Fifty Thousand Dollars ($100,000 50,000) individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed Two Hundred Thousand Dollars ($500,000 200,000) in the aggregate. (b) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) with respect to the Deposit Securities Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) that it will give exclusive control notices with respect to the Securities Deposit Accounts of the Grantors during the existence of an Event of Default. (c) Such Grantor shall give the Administrative Agent prompt notice of the its establishment of any new Deposit Account and of or any new Securities Account established by such Grantor with respect relating to any Investment Property held by such Grantor.

Securities Accounts; Deposit Accounts. (a) With Subject to Section 5.3 of the Credit Agreement, with respect to (i) any Securities AccountAccount (including any Securities Account set forth in Schedule 2 but excluding any Excluded Accounts) in which any Grantor has an interest, such Grantor shall enter into and shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, or cause such securities intermediary to enter into a Securities Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and and (iib) Subject to Section 5.3 of the Credit Agreement, with respect to any Deposit AccountAccount (including any Deposit Account set forth in Schedule 2), other than Excluded Accounts, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. (bc) The Administrative Agent agrees that it will only communicate “entitlement orders” (i) or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts of the Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors upon which it has a Lien after the occurrence and during the existence continuance of an Event of Default. (cd) Such Grantor shall give the Administrative Agent prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor.