Common use of Deposit Accounts, Securities Accounts and Commodity Accounts Clause in Contracts

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the Indenture, for each Deposit Account (other than (i) Account No. 0000000 at Canadian Imperial Bank of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, and (ii) any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, to agree to comply with instructions originated by the Collateral Agent (a) directing the disposition of funds with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Agent with respect to such Deposit Account, Securities Account or Commodity Account. Without limiting the foregoing, from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing any Deposit Account, Securities Account or Commodity Account, each Grantor shall give 5 Business Days’ prior notice to the Collateral Agent and shall cause each bank or financial institution in which it seeks to open a Deposit Account, Securities Account, or Commodity Account to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as the case may be, with the Collateral Agent in order to establish control by the Collateral Agent in such Deposit Account, Securities Account or Commodity Account. Each Grantor further covenants that from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account subject to a control agreement (other than with respect to deposits into an Excluded Account).

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the IndentureCredit Agreement, for each Deposit Account (other than (i) Account No. 0000000 at Canadian Imperial Bank of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, and (ii) any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, to agree to comply with instructions originated by the Collateral Administrative Agent (a) directing the disposition of funds with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreementagreement reasonably satisfactory to the Administrative Agent. The Collateral Administrative Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Administrative Agent may from time to time-to-time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Administrative Agent with respect to such Deposit Account, Securities Account or Commodity Account. Without limiting the foregoing, from and after the date required under the Indenture Credit Agreement in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing any Deposit Account, Securities Account or Commodity Account, each Grantor shall give 5 Business Days’ prior notice to the Collateral Administrative Agent and shall cause each bank or financial institution in which it seeks to open a Deposit Account, Securities Account, or Commodity Account Account, to enter into a a, Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as the case may be, with the Collateral Administrative Agent in order to establish control by the Collateral Administrative Agent in such Deposit Account, Securities Account or Commodity Account. Each Grantor further covenants that from and after the date required under the Indenture Credit Agreement in order to perfect the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account subject to a control agreement (other than with respect to deposits into an Excluded Account).

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the Indenture, for each Deposit Account (other than (i) Account NoEach Pledgor hereby represents, warrants and covenants that (A) it does not maintain any Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than the Securities Accounts and/or Commodity Accounts listed in Schedule 15 to the Perfection Certificate and (B) it shall not in the future maintain any Securities Accounts or Commodity Accounts except with any Securities Intermediary or Commodity Intermediary in accordance with the provisions of this Section 3.8. 0000000 at Canadian Imperial Bank Each Pledgor hereby represents and warrants that it does not maintain any Deposit Accounts other than the Deposit Accounts listed in Schedule 15 to the Perfection Certificate the ("Existing Deposit Accounts"). Each Pledgor agrees that, consistent with its existing practice, it shall (i) deposit all amounts collected in the ordinary course of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, its business into the Existing Accounts and (ii) any sweep all such amounts into the Concentration Account every day, as necessary and (iii) maintain and operate the Concentration Account and no other Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, serving the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, to agree to comply with instructions originated by the Collateral Agent (a) directing the disposition of funds with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies function of the Collateral Agent with respect to such Deposit Account, Securities Concentration Account or Commodity Accountinto which amounts collected in the ordinary course of business are swept. Without limiting the foregoing, from No Pledgor shall hereafter establish and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing maintain any Deposit Account, Securities Account or Commodity Account with any Depository Bank, Securities Intermediary or Commodity Intermediary, respectively, unless (1) such Pledgor shall have given the Collateral Agent thirty (30) days' prior written notice of its intention to establish such new Deposit Account, each Grantor Securities Accounts or Commodity Accounts with such Depository Bank, Securities Intermediary or Commodity Intermediary, (2) such Depository Bank, Securities Intermediary or Commodity Intermediary shall give 5 Business Days’ prior notice be reasonably acceptable to the Collateral Agent and shall cause each bank or financial institution (3) in which it seeks to open the case of a Deposit new Concentration Account, the Pledgor shall have used commercially reasonable efforts to cause such Depository Bank (in the case of any new Concentration Account unless otherwise agreed to in the sole discretion of the Collateral Agent), Securities Account, Intermediary or Commodity Account Intermediary to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as . Each Pledgor shall accept any cash and Investment Property in trust for the case may be, with benefit of the Collateral Agent in order to establish control and within one (1) Business Day of actual receipt thereof, deposit any cash or Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Collateral Agent in such Deposit Investment Property received by it into a Designated Account, Securities Account or Commodity Account. Each Grantor further covenants that from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account subject to a control agreement (other than with respect to deposits into an Excluded Account).

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the Indenture, for each Deposit Account (other than (i) Account No. 0000000 at Canadian Imperial Bank of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, and (ii) any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, to agree to comply with instructions originated by the Collateral Agent (a) directing the disposition of funds with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Agent with respect to such Deposit Account, Securities Account or Commodity Account. Without limiting the foregoing, from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing any Deposit Account, Securities Account or Commodity Account, each Grantor shall give 5 Business Days’ prior notice to the Collateral Agent and shall cause each bank or financial institution in which it seeks to open a Deposit Account, Securities Account, or Commodity Account to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as the case may be, with the Collateral Agent in order to establish control by the Collateral Agent in such Deposit Account, Securities Account or Commodity Account. Each Grantor further covenants that from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account subject to a control agreement (other than with respect to deposits into an Excluded Account).

Deposit Accounts, Securities Accounts and Commodity Accounts. From Schedule VI lists all Deposit Accounts, Securities Accounts and after Commodity Accounts maintained by the date required under Issuers and any Subsidiary. Subject to the Indenturelast sentence of this Section 3.07, for each of the Issuers and each Subsidiary Guarantor shall take all actions necessary to establish Collateral Agent’s Lien (subject to Permitted Liens) on each Deposit Account, including each Securities Account and Commodity Account maintained by it (other than (i) Account No. 0000000 at Canadian Imperial Bank of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, and (ii) any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “except Excluded Accounts”)). Except with respect to any Excluded Account, each of the Issuers and each Subsidiary Guarantor shall be the sole account holder of each Deposit Account, Securities Account and Commodity Account that maintained by it and shall not allow any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, to agree to comply with instructions originated by Person (other than the Collateral Agent (a) directing and the disposition of funds depository bank or with respect to such Permitted Liens) to have control over its Deposit Account or (b) concerning the Accounts, Securities Account or Accounts and Commodity Account, as the case may be, without further consent of such Grantor Accounts or any other Person, pursuant to a control agreementProperty deposited therein. The Collateral Agent agrees with each Grantor that Issuers shall promptly notify the Collateral Agent shall not give of any such instructions opening or withhold closing by the Issuers or any withdrawal rights from any Grantor unless an Event Subsidiary Guarantor of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Agent with respect to such a Deposit Account, Securities Account or Commodity AccountAccount and will deliver to the Collateral Agent an amended Schedule VI reflecting the same. Without limiting With respect to all Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) of the foregoing, from Issuers and after Subsidiary Guarantors existing on the date required under hereof and concurrently with the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing opening of any new Deposit Account, Securities Account or and Commodity Account (other than an Excluded Account) after the date hereof, each Grantor the applicable Obligor shall give 5 Business Days’ prior notice to provide the Collateral Agent and shall cause each bank with a deposit account control agreement, securities account control agreement or financial institution in which it seeks to open a Deposit Account, Securities Account, or Commodity Account to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreementcommodity account control agreement, as the case may beapplicable, with the Collateral Agent in order to establish control by the Collateral Agent in such Deposit Account, Securities Account or Commodity Account. Each Grantor further covenants that from and within 90 days after the date required under hereof for any such accounts in existence on the Indenture in order to perfect date hereof and within 60 days after the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds opening of Collateral shall be placed in an such account subject to a control agreement (other than with respect to deposits into an Excluded Account)hereafter.

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the Indenture, for each Deposit Account (other than (i) Account NoEach Pledgor hereby represents, warrants and covenants that (A) it does not maintain any Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than the Securities Accounts and/or Commodity Accounts listed in Schedule 16 to the Perfection Certificate and (B) it shall not in the future maintain any Securities Accounts or Commodity Accounts except with any Securities Intermediary or Commodity Intermediary in accordance with the provisions of this Section 3.7. 0000000 at Canadian Imperial Bank Each Pledgor hereby represents and warrants that it does not maintain any Deposit Accounts other than the Deposit Accounts listed in Schedule 16 to the Perfection Certificate (the “Existing Deposit Accounts”). Each Pledgor agrees that, consistent with its ex isting practice, it shall (i) deposit all amounts collected in the ordinary course of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, its business into the Existing Deposit Accounts and (ii) ensure that no funds in an aggregate amount exceeding $500,000 are on deposit for more than five Business Days in any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, with respect to agree to comply with instructions originated by which the Collateral Agent (a) directing the disposition of does not have control and that no funds in an aggregate amount exceeding $3,000,000 are on deposit for more than five Business Days in all Deposit Accounts with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreement. The Collateral Agent agrees with each Grantor that which the Collateral Agent does not have control. No Pledgor shall not give hereafter establish and maintain any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Agent with respect to such Deposit Account, Securities Account or Commodity Account with any Depository Bank, Securities Intermediary or Commodity Intermediary, respectively, unless (1) such Pledgor shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account. Without limiting , Securities Accounts or Commodity Accounts with such Depository Bank, Securities Intermediary or Commodity Intermediary, (2) such Depository Bank, Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the foregoing, from Collateral Agent and after (3) in the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing any case of a new Deposit Account, Securities Account or Commodity Account, each Grantor the Pledgor shall give 5 Business Days’ prior notice have used commercially reasonable efforts to cause such Depository Bank, Securities Intermediary or Commodity Intermediary to enter into a Control Agreement. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and shall cause each bank within one (1) Business Day of actual receipt thereof, deposit any cash or financial institution in which Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Investment Property received by it seeks to open a Deposit Account, Securities Account, or Commodity Account to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as the case may be, with the Collateral Agent in order to establish control by the Collateral Agent in such Deposit Account, Securities Account or Commodity AccountAccount subject to Collateral Agent’s control. Each Grantor further covenants Pledgor hereby acknowledges and agrees that from notwithstanding any provisions hereof or any other circumstance to the contrary, the Pledgors will use commercial reasonable efforts to cause the Collateral Agent at all times to (A) have “control” (as defined in Section 8-106 of the UCC) of all Investment Property, as confirmed in one or more Control Agreements in respect thereof, and after (B) be authorized to direct the date required under the Indenture in order to perfect the security interest in Deposit Accounts and applicable Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account subject to a control agreement (other than Intermediary or Commodity Intermediary with respect to deposits into such Investment Property to comply without further consent of such Pledgor or any investment manager or any other Person acting or purporting to act for any Pledgor being required, with all Entitlement Orders originated by the Collateral Agent with respect to the Investment Property. The Collateral Agent hereby agrees that it shall not issue any Entitlement Orders to any Securities Intermediary or Commodity Intermediary in respect of the Investment Property except in connection with the Collateral Agent’s exercise of remedies upon the occurrence of an Excluded Account)Event of Default.

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the Indenture, for each Deposit Account (other than (i) Account NoEach Pledgor hereby represents, warrants and covenants that (A) it does not maintain any Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than the Securities Accounts and/or Commodity Accounts listed in Schedule 15 to the Perfection Certificate and (B) it shall not in the future maintain any Securities Accounts or Commodity Accounts except with any Securities Intermediary or Commodity Intermediary in accordance with the provisions of this Section 3.7. 0000000 at Canadian Imperial Bank Each Pledgor hereby represents and warrants that it does not maintain any Deposit Accounts other than the Deposit Accounts listed in Schedule 15 to the Perfection Certificate (the "Existing Deposit Accounts"). Each Pledgor agrees that, consistent with its existing practice, it shall (i) deposit all amounts collected in the ordinary course of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, its busi- ness into the Existing Deposit Accounts and (ii) ensure that no funds in an aggregate amount exceeding $500,000 are on deposit for more than five (5) Business Days in any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, with respect to agree to comply with instructions originated by which the Collateral Agent does not have control and that no funds in an aggregate amount exceeding $3,000,000 are on deposit for more than five (a5) directing the disposition of funds Business Days in all Deposit Accounts with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreement. The Collateral Agent agrees with each Grantor that which the Collateral Agent does not have control. No Pledgor shall not give hereafter establish and maintain any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Agent with respect to such Deposit Account, Securities Account or Commodity Account with any Depository Bank, Securities Intermediary or Commodity Intermediary, respectively, unless (1) such Pledgor shall have given the Collateral Agent 15 days' prior written notice of its intention to establish such new Deposit Account. Without limiting , Securities Accounts or Commodity Accounts with such Depository Bank, Securities Intermediary or Commodity Intermediary, (2) such Depository Bank, Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the foregoing, from Collateral Agent and after (3) in the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing any case of a new Deposit Account, Securities Account or Commodity Account, each Grantor the Pledgor shall give 5 Business Days’ prior notice have used commercially reasonable efforts to cause such Depository Bank, Securities Intermediary or Commodity Intermediary to enter into a Control Agreement. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and shall cause each bank within three (3) Business Day of actual receipt thereof, deposit any cash or financial institution in which Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Investment Property received by it seeks to open a Deposit Account, Securities Account, or Commodity Account to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as the case may be, with the Collateral Agent in order to establish control by the Collateral Agent in such Deposit Account, Securities Account or Commodity Account. Each Grantor further covenants that from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account Account subject to a control agreement (other than with respect to deposits into an Excluded Account)Collateral Agent's control.

Deposit Accounts, Securities Accounts and Commodity Accounts. From and after the date required under the Indenture, for each Deposit Account (other than (i) Account NoEach Pledgor hereby represents, warrants and covenants that (A) it does not maintain any Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than the Securities Accounts and/or Commodity Accounts listed in Schedule 16 to the Perfection Certificate and (B) it shall not in the future maintain any Securities Accounts or Commodity Accounts except with any Securities Intermediary or Commodity Intermediary in accordance with the provisions of this Section 3.7. 0000000 at Canadian Imperial Bank Each Pledgor hereby represents and warrants that it does not maintain any Deposit Accounts other than the Deposit Accounts listed in Schedule 16 to the Perfection Certificate (the “Existing Deposit Accounts”). Each Pledgor agrees that, consistent with its existing practice, it shall (i) deposit all amounts collected in the ordinary course of Commerce and Account No. 000000 at Citizens State Bank of Waverly, so long as no further funds are deposited therein and such accounts are closed promptly after satisfying all undrawn checks, its business into the Existing Deposit Accounts and (ii) ensure that no funds in an aggregate amount exceeding $500,000 are on deposit for more than five Business Days in any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefits programs (such accounts, the “Excluded Accounts”)), Securities Account and Commodity Account that any Grantor currently maintains or that any Grantor at any time opens and maintains, such Grantor shall, cause the depository bank, securities intermediary or commodity intermediary, as the case may be, with respect to agree to comply with instructions originated by which the Collateral Agent (a) directing the disposition of does not have control and that no funds in an aggregate amount exceeding $3,000,000 are on deposit for more than five Business Days in all Deposit Accounts with respect to such Deposit Account or (b) concerning the Securities Account or Commodity Account, as the case may be, without further consent of such Grantor or any other Person, pursuant to a control agreement. The Collateral Agent agrees with each Grantor that which the Collateral Agent does not have control. No Pledgor shall not give hereafter establish and maintain any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default shall have occurred and be continuing. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all actions as may be necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies of the Collateral Agent with respect to such Deposit Account, Securities Account or Commodity Account with any Depository Bank, Securities Intermediary or Commodity Intermediary, respectively, unless (1) such Pledgor shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account. Without limiting , Securities Accounts or Commodity Accounts with such Depository Bank, Securities Intermediary or Commodity Intermediary, (2) such Depository Bank, Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the foregoing, from Collateral Agent and after (3) in the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, before opening, closing or replacing any case of a new Deposit Account, Securities Account or Commodity Account, each Grantor the Pledgor shall give 5 Business Days’ prior notice have used commercially reasonable efforts to cause such Depository Bank, Securities Intermediary or Commodity Intermediary to enter into a Control Agreement. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and shall cause each bank within one (1) Business Day of actual receipt thereof, deposit any cash or financial institution in which Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Investment Property received by it seeks to open a Deposit Account, Securities Account, or Commodity Account to enter into a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as the case may be, with the Collateral Agent in order to establish control by the Collateral Agent in such Deposit Account, Securities Account or Commodity Account. Each Grantor further covenants that from and after the date required under the Indenture in order to perfect the security interest in Deposit Accounts and Securities Accounts, any and all cash, checks and proceeds of Collateral shall be placed in an account Account subject to a control agreement (other than with respect to deposits into an Excluded Account)Collateral Agent’s control.