Common use of Account Control Agreements Clause in Contracts

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank of America, (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (c) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d).

Account Control Agreements. (a) Each of Loan Party shall, within 60 days following the Closing Date (or such later date as agreed to by Administrative Agent in its sole discretion), cause all Commodity Accounts, Deposit Accounts and Securities Accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties shall not openas of the Closing Date to be subject to an Account Control Agreement in favor of Administrative Agent, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institutionin form and substance reasonably satisfactory to Administrative Agent, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts which provides that are maintained at all times with Bank of America, (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received exclusive “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable) of such account. (b) Each Loan Party shall, with respect to each Deposit Account, Securities Account and Commodity Account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the Closing Date, substantially contemporaneously with the opening or acquisition of such Deposit Account, Securities Account or Commodity Account (in each case, excluding those accounts which are Excluded Accounts) and prior to the depositing any funds therein or transferring any assets thereto, enter into an Account Control Agreement that is effective for Administrative Agent to obtain “control” (within the meaning of Chapter 8 or Chapter 9 of the UCC, as applicable) and otherwise in form and substance satisfactory to Administrative Agent, and pursuant to which the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, agrees to comply at any time with instructions from Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Loan Party. No Loan Party shall permit any Deposit Account excluded from the requirements of this Section 7.11 as a Qualifying result of such Deposit Account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to an Account Control Agreement, . (c) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within Within sixty (60) days after the Closing Date (or such later date as such period may be extended by the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America Borrower and otherwise be in compliance its Restricted Subsidiaries will maintain its Funding Account with the requirements of this Section 6.14(d)Administrative Agent.

Account Control Agreements. (i) Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (aA) deposit accounts that are maintained at all times with Bank of America, depositary institutions as to which the Collateral Agent shall have received a Qualifying Control Agreement; (bB) securities accounts that are maintained at all times with financial institutions as to which the Administrative Collateral Agent shall have received a Qualifying Control Agreement, ; (cC) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at a bank acceptable to the Administrative Agent; (D) deposit accounts listed on Schedule 6.14(d)(i)(D) over which the Collateral Agent shall not have a Lien; (E) unpledged, segregated accounts into which monies belonging to an Excluded Subsidiary may be initially paid, temporarily held in trust by a Loan Party, and then transferred to the applicable Excluded Subsidiary, provided that such accounts shall not hold any other monies of any Loan Party; (F) deposit accounts that are maintained at a Payment Services Bank as required pursuant to the terms of America a Payment Services Agreement and used solely to facilitate the payment of amounts owing under such Payment Services Agreement; and (dG) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 100,000 and the aggregate balance in all such other deposit accounts does not exceed $1,000,000. Notwithstanding 500,000. (ii) The Loan Parties shall (A) to the foregoingextent not previously provided, provide the Collateral Agent with Qualifying Control Agreements satisfactory to the Collateral Agent with respect to all deposit accounts and securities accounts listed on Schedule 5.21(d)(i), but excluding accounts described in clauses (C) through (G) of Section 6.14(d)(i) over which the Collateral Agent shall not have a Lien, and (B) deliver to the Administrative Agent an opinion of counsel for the Loan Parties Parties, addressed to the Administrative Agent and their Subsidiaries may maintain their deposit accounts the Lenders, in existence connection with matters relating to such Qualifying Control Agreements and in form and substance acceptable to the Administrative Agent, in each case (x) prior to or on the Closing Date with their existing depository institutions; provided that respect to all such deposit accounts listed on Schedule 5.21(d)(i) as of the date hereof other than deposit accounts maintained with Silicon Valley Bank, (i) (Ay) within sixty two Business Days after the Closing Date with respect to all such deposit accounts listed on Schedule 5.21(d)(i) as of the date hereof that are maintained with Silicon Valley Bank, and (60z) with respect to any such deposit account or securities account listed on Schedule 5.21(d)(i) as updated after the date hereof, no later than twenty (20) days after the Closing Date (as such period may be extended by date of the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to opening of such deposit accounts (other than account or securities account, or within such deposit accounts longer period of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (time thereafter as such period may be extended reasonably requested by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended approved by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d)Agent.

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank of America, (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (c) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) Within 120 days after the Closing Date (or such longer period as such period may be extended agreed to by the Administrative Agent in its sole discretionPermitted Discretion), each Loan Party shall, and shall cause each of its Subsidiaries to, (i) comply with the Depository Condition by using the financial institution serving as Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended)bank, including for the maintenance of business, cash management, operating and administrative deposit accountsDeposit Accounts, and (ii) any Subsidiary cause all Commodity Accounts, Deposit Accounts and Securities Accounts (in each case, excluding those accounts which are Excluded Deposit Accounts) held by the Loan Parties as of the Borrower Closing Date to be subject to an Account Control Agreement in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, which provides that Administrative Agent shall have exclusive “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable) of such account. To the extent the aggregate cash and Cash Equivalents of the Loan Parties maintained with the financial institution serving as Administrative Agent is acquired greater than $10,000,000, such deposits will be held in an interest bearing Deposit Account on the balance sheet of such financial institution. (b) Each Loan Party shall, with respect to each Deposit Account, Securities Account and Commodity Account (in each case, excluding those accounts which are Excluded Deposit Accounts) that such Loan Party at any time opens, maintains or other permitted acquisition of assets that include deposit accounts) acquires after the Closing Date pursuant Date, substantially contemporaneously with the opening or acquisition of such Deposit Account, Securities Account or Commodity Account (in each case, excluding those accounts which are Excluded Deposit Accounts) and prior to a Permitted Acquisition and the depositing any funds therein or transferring any assets thereto, enter into an Account Control Agreement that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by effective for the Administrative Agent in its sole discretion)to obtain “control” (within the meaning of Chapter 8 or Chapter 9 of the UCC, cause its/such deposit accounts to be transferred to Bank of America as applicable) and otherwise be in compliance form and substance satisfactory to the Administrative Agent, and pursuant to which the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, agrees to comply at any time with instructions from the Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Loan Party. No Loan Party shall permit any Deposit Account excluded from the requirements of this Section 6.14(d)6.12 as a result of such Deposit Account constituting an Excluded Deposit Account to cease to qualify as an Excluded Deposit Account unless and until such account is subject to an Account Control Agreement. (c) Each Loan Party shall not permit the aggregate amount of cash and Cash Equivalents held by Subsidiaries of Holdings that are not Loan Parties to exceed $10,000,000 at any time.

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (ai) deposit accounts that are maintained at all times with Bank of Americadepositary institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (bii) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (ciii) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America America, (iv) deposit accounts established solely for receipt of proceeds from the sale of Solar Bonds or for the administration or payment of amounts due with respect to a Solar Bonds Issuance; provided, that, any loan proceeds of a Solar Bonds Issuance received by the Borrower shall be promptly directed to a deposit account or other account that complies with clauses (i) through (iii) above as set forth in the Payment Direction Letter, (iv) FBO accounts (“for the benefit of” accounts) established by the Borrower exclusively for the benefit of (A) prospective participants in a Solar Bonds Issuance, the sole purpose of which is to hold such prospective participants’ funds in connection with their participation in such Solar Bonds Issuance and (dB) Excluded Subsidiaries, the sole purpose of which is to process payments from Host Customer Agreements so long as such payments are promptly withdrawn from such account and distributed pursuant to such Tax Equity Documents, (v) deposit accounts established solely for the benefit of a Tax Equity Investor to receive customer payments on behalf of such Tax Equity Investor in connection with Borrower’s operation and maintenance of PV Systems leased or owned by such Tax Equity Investor and (vi) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 10,000 and the aggregate balance in all such other deposit accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d)100,000.”

Account Control Agreements. Each of ■ If any Grantor, after the Loan Parties shall not opendate hereof opens, maintain establishes or otherwise have maintains any deposit or other accounts account: (including securities accountsi) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank of America, (b) securities accounts that are maintained at all times with financial institutions as to which such Grantor shall promptly notify the Administrative Agent of the opening or establishment of such deposit account which notice shall have received a Qualifying Control Agreementspecify in reasonable detail the name of the account, (c) deposit accounts the owner of the account, the name and address of the bank at which such account has been opened or established solely as payroll and other zero balance accounts and the individual at such accounts are held at Bank of America bank with whom such Grantor is dealing, and (dii) other deposit accounts, so long as at any time no later than the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that later of (ix) (A) within sixty (60) days after following the Closing Date or (y) thirty (30) days following the opening of such deposit account (or such later date as such period may be extended by the Administrative Agent may agree in its sole reasonable discretion) ), such Grantor shall deliver to the Administrative Agent shall have received a Qualifying Control Agreement Agent, deposit account control agreements with respect to such deposit account duly authorized by such Grantor and executed and delivered by such Grantor and the bank at which such deposit account is opened and maintained, except that the Grantors shall not be required to deliver such deposit account control agreements with respect to (A) any individual account the balance of which is at all times less than $100,000, provided that the aggregate amount of all such accounts not subject to a control agreement shall at all times be $1,000,000 or less (unless the Administrative Agent shall request such deposit account control agreement at any time an Event of Default exists), (B) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s salaried employees or (C) fiduciary or trust accounts. If any Grantor, after the date hereof opens, establishes or maintains any investment account, securities account, commodity account or any other similar account (other than a deposit account in accordance with Section 5.4(a), which shall be governed by the terms thereof) with any securities intermediary or commodity intermediary: (i) such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by Grantor shall promptly notify the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among opening or establishment of such account which notice shall specify in reasonable detail the Borrower name of the account, the owner of the account, the name and Bank address of America (as may be amended the securities intermediary or extended), including for commodity intermediary at which such account has been opened or established and the maintenance of business, cash management, operating and administrative deposit accountsindividual at such intermediary with whom such Grantor is dealing, and (ii) any Subsidiary no later than the later of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accountsx) after sixty (60) days following the Closing Date pursuant to or (y) thirty (30) days following the opening of such investment account, securities account or other similar account with a Permitted Acquisition and that is required to become a Loan Party securities intermediary or commodity intermediary (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (later date as such period may be extended by the Administrative Agent may agree in its sole reasonable discretion), such Grantor shall execute and deliver, and cause its/such deposit accounts to be transferred executed and delivered to Bank the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, an investment property control agreement with respect thereto duly authorized by such Grantor and executed and delivered by such Grantor and such securities intermediary or commodity intermediary; except that such Grantor shall not be required to deliver such investment property control agreements with respect to any individual investment, securities, commodity or similar accounts where the balance is, and shall at all times be, less than less than $100,000, provided that the aggregate amount of America and otherwise all such accounts not subject to a control agreement shall at all times be in compliance with $1,000,000 or less (unless the requirements Administrative Agent shall request such investment property control agreement at any time an Event of this Section 6.14(dDefault exists).

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank of America, Within thirty (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (c) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (6030) days after the Closing Date (or such longer period as such period may be extended agreed to by the Administrative Agent in its sole discretion), each Loan Party shall, and shall cause each of its Subsidiaries to, (i) use the financial institution serving as Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended)bank, including for the maintenance of business, cash management, operating and administrative deposit accounts; provided, however, that the Loan Parties shall not be required to maintain accounts at Administrative Agent for services not provided by Administrative Agent and (ii) any Subsidiary at the request of Administrative Agent, cause all commodity accounts, deposit accounts and securities accounts held by the Loan Parties as of the Borrower Closing Date to be subject to an Account Control Agreement in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, which provides that is acquired Administrative Agent shall have exclusive “control” (within the meaning of Section 8.106 or other permitted acquisition Section 9.104 of assets the UCC, as applicable) of such account. (b) Each Loan Party shall, with respect to each deposit account, securities account and commodity account that include deposit accounts) such Loan Party at any time opens, maintains or acquires after the Closing Date pursuant Date, at the request of Administrative Agent, substantially contemporaneously with the opening or acquisition of such deposit account, securities account or commodity account and prior to a Permitted Acquisition and the depositing any funds therein or transferring any assets thereto, enter into an Account Control Agreement that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by effective for the Administrative Agent to obtain “control” (within the meaning of Chapter 8 or Chapter 9 of the UCC, as applicable) and otherwise in its sole discretion)form and substance satisfactory to the Administrative Agent, cause its/and pursuant to which the depository bank that maintains such deposit accounts account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, agrees to be transferred comply at any time with instructions from the Administrative Agent to Bank such depository bank, securities intermediary or commodities intermediary directing the disposition of America and otherwise be in compliance with the requirements funds from time to time credited to such deposit account, securities account or commodity Account, without further consent of this Section 6.14(d)such Loan Party.

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank of America, (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (c) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 375,000 and the aggregate balance in all such accounts does not exceed $1,000,0001,500,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) or created pursuant to the terms of the Loan Documents shall, unless otherwise agreed to by the Administrative Agent upon request by the Borrower, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d). Notwithstanding the foregoing, the requirements of the foregoing clause (i)(B) shall not apply to the accounts of Girbau North America or its Subsidiaries, in the event that those entities are acquired by a Loan Party or a Subsidiary of a Loan Party.

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (ai) the accounts set forth on Schedule 6.14 and designated as unrestricted accounts; provided that the aggregate balance in all such accounts does not exceed $1,000,000, (ii) deposit accounts that are maintained at all times with Bank of Americadepositary institutions as to which Agent shall have received a Qualifying Control Agreement; provided that a Qualifying Control Agreement shall only be required for deposit accounts that are maintained with Agent if requested by Agent or any Lender, (biii) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received received, if requested, a Qualifying Control Agreement; provided that a Qualifying Control Agreement shall only be required for securities accounts that are maintained with Agent if requested by Agent or any Lender, (civ) deposit accounts established solely as payroll and other zero balance deposit accounts and such accounts that are held at maintained with Bank of America or with any successor Administrative Agent, and (dv) other deposit or securities accounts, so long as at any time the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000250,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may Principal Depository . To maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their each Loan Party’s principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended)bank, including for the maintenance of business, cash management, operating and administrative deposit accounts. Further Assurances . Promptly upon reasonable request by Agent, or any Lender through Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (iib) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any Subsidiary of and all such further acts, deeds, certificates, assurances and other instruments as Agent, or any Lender through Agent, may reasonably require from time to time in order to (i) carry out more effectively the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms purposes of the Loan Documents shallDocuments, within twelve (12ii) months after to the closing fullest extent permitted by applicable Law, subject any Loan Party’s or any of such Permitted Acquisition its Subsidiaries’ properties, assets, rights or interests (as such period may be extended by excluding real property interests and the Administrative Agent in its sole discretion), cause its/such deposit accounts Excluded Assets) to the Liens now or hereafter intended to be transferred covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to Bank be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of America its Subsidiaries is or is to be a party, and otherwise be in compliance with the requirements cause each of this Section 6.14(d)its Subsidiaries to do so.

Account Control Agreements. (i) Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (aA) deposit accounts that are maintained at all times with Bank of America, depositary institutions as to which the Collateral Agent shall have received a Qualifying Control Agreement; (bB) securities accounts that are maintained at all times with financial institutions as to which the Administrative Collateral Agent shall have received a Qualifying Control Agreement, ; (cC) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank a bank acceptable to the Administrative Agent; (D) deposit accounts listed on Schedule 6.14(d)(i)(D) over which the Collateral Agent shall not have a Lien; (E) unpledged, segregated accounts into which monies belonging to an Excluded Subsidiary may be initially paid, temporarily held in trust by a Loan Party, and then transferred to the applicable Excluded Subsidiary, provided that such accounts shall not hold any other monies of America any Loan Party; and (dF) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 100,000 and the aggregate balance in all such other deposit accounts does not exceed $1,000,000. Notwithstanding 500,000. (ii) The Loan Parties shall (A) to the foregoingextent not previously provided, provide the Collateral Agent with Qualifying Control Agreements satisfactory to the Collateral Agent with respect to all deposit accounts and securities accounts listed on Schedule 5.21(d)(i), but excluding accounts described in clauses (C) through (F) of Section 6.14(d)(i) over which the Collateral Agent shall not have a Lien, and (B) deliver to the Administrative Agent an opinion of counsel for the Loan Parties Parties, addressed to the Administrative Agent and their Subsidiaries may maintain their deposit accounts the Lenders, in existence connection with matters relating to such Qualifying Control Agreements and in form and substance acceptable to the Administrative Agent, in each case (x) prior to or on the Closing Date with their existing depository institutions; provided that respect to all such deposit accounts listed on Schedule 5.21(d)(i) as of the date hereof other than deposit accounts maintained with Silicon Valley Bank, (i) (Ay) within sixty two Business Days after the Closing Date with respect to all such deposit accounts listed on Schedule 5.21(d)(i) as of the date hereof that are maintained with Silicon Valley Bank, and (60z) with respect to any such deposit account or securities account listed on Schedule 5.21(d)(i) as updated after the date hereof, no later than twenty (20) days after the Closing Date (as such period may be extended by date of the Administrative Agent in its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to opening of such deposit accounts (other than account or securities account, or within such deposit accounts longer period of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (time thereafter as such period may be extended reasonably requested by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended approved by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d)Agent.

Account Control Agreements. Each of the Loan Parties shall not open, or 180 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (ai) deposit accounts that are maintained at all times with Bank of Americadepositary institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (bii) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (ciii) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (div) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 500,000 and the aggregate balance in all such accounts does not exceed $1,000,0002,000,000. Notwithstanding the foregoingAll deposit accounts (other than any established solely as payroll accounts) that have an average balance at any time in excess of $500,000 shall be subject to a Qualifying Control Agreement, and each of the Loan Parties shall use commercial reasonably efforts to promptly obtain, execute and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after the Closing Date (as such period may be extended by deliver a Qualifying Control Agreement to the Administrative Agent in its sole discretionwith respect to any applicable deposit account that is not subject to a Qualifying Control Agreement as of the Fifth Amendment Effective Date. Notwithstanding anything to the contrary contained herein, from and after the Fifth Amendment Effective Date, so long as (x) no Event of Default shall have occurred and be continuing or (y) the Administrative Agent shall have received a aggregate balance held in the deposit accounts maintained by the New Borrower does not exceed $250,000 at any time, no Qualifying Control Agreement with respect to such any applicable deposit accounts (other than such deposit accounts account shall be required of the type described New Borrower; in the foregoing clauses event of the circumstances set forth in either (cor both of) clause (x) or clause (d)y) and (B) within eighteen (18) months after of this sentence, the Closing Date (as such period may be extended by New Borrower shall deliver to the Administrative Agent in its sole discretionwithin thirty (30) days after the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms occurrence of the treasury management proposal agreed to among applicable event, the Borrower and Bank of America (as may be amended applicable Qualifying Control Agreement or extended), including for the maintenance of business, cash management, operating and administrative deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral) pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d)Qualifying Control Agreements.

Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank Unless otherwise waived by Administrative Agent, each Loan Party shall, and shall cause each of Americaits Subsidiaries to, (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (c) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after use the Closing Date (financial institution serving as such period may be extended by the Administrative Agent in as its sole discretion) the Administrative Agent shall have received a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank of America (as may be amended or extended)bank, including for the maintenance of business, cash management, operating and administrative deposit accounts, Deposit Accounts and (ii) any Subsidiary cause all Commodity Accounts, Deposit Accounts and Securities Accounts held with financial institutions other than the Administrative Agent (in each case, excluding those accounts which are Excluded Deposit Accounts) held by the Loan Parties as of the Borrower Closing Date to be subject to an Account Control Agreement in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, which provides that is acquired Administrative Agent shall have exclusive “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable) of such account. For the avoidance of doubt, the Loan Parties shall be permitted to maintain a deposit account with Comerica Bank or other provider of company credit cards, for the purpose of deposits in connection with credit cards permitted acquisition of assets under this Agreement, not to exceed $500,000 in the aggregate at any time, and such account shall not require an Account Control Agreement. (b) Each Loan Party shall, with respect to each Deposit Account, Securities Account and Commodity Account (in each case, excluding those accounts which are Excluded Deposit Accounts and accounts maintained with Administrative Agent) that include deposit accounts) such Loan Party at any time opens, maintains or acquires after the Closing Date Date, substantially contemporaneously with the opening or acquisition of such Deposit Account, Securities Account or Commodity Account (in each case, excluding those accounts which are Excluded Deposit Accounts and accounts maintained with Administrative Agent) and prior to the depositing any funds therein or transferring any assets thereto, enter into an Account Control Agreement that is effective for the Administrative Agent to obtain “control” (within the meaning of Chapter 8 or Chapter 9 of the UCC, as applicable) and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and pursuant to a Permitted Acquisition and which the depository bank that is required maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, agrees to become a comply at any time with instructions from the Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Loan Party. No Loan Party (or Collateral) shall permit any Deposit Account excluded from the requirements of this Section 6.12 as a result of such Deposit Account constituting an Excluded Deposit Account to cease to qualify as an Excluded Deposit Account unless and until such account is subject to an Account Control Agreement. To manage and reduce its exposure to Federal Deposit Insurance Corporation limitations and potential catastrophic company impacts if all its funds were deposited in a single institution, Loan Parties may deposit funds with other banks, subject to Administrative Agent receiving an Account Control Agreement pursuant to the terms of this Agreement and provided further that the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as such period may be extended by the Parties maintain at Administrative Agent a minimum of $10,000,000 in its sole discretion), cause its/such deposit accounts to be transferred to Bank of America and otherwise be the aggregate in compliance with the requirements of this Section 6.14(d)Deposit Accounts that are not Excluded Deposit Accounts.