Common use of Account Control Agreements Clause in Contracts

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 (A) deposit accounts that are maintained at all times with depositary institutions as to which the Collateral Agent shall have received a Qualifying Control Agreement; (B) securities accounts that are maintained at all times with financial institutions as to which the Collateral 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 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; and (E) other deposit accounts, so long as at any time the balance in any such account does not exceed $10,000 and the aggregate balance in all such other deposit accounts does not exceed $100,000. (ii) The Loan Parties shall (A) 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) as of the Closing Date, but excluding the deposit accounts listed on Schedule 6.14(d)(i)(D) 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, addressed to the Administrative Agent and the Lenders, in connection with matters relating to such Qualifying Control Agreements and in form and substance acceptable to the Administrative Agent, in each case, no later than twenty (20) days after the Closing Date, or within such longer period of time after the Closing Date as reasonably requested by the Loan Parties and approved by the Administrative Agent.

Account Control Agreements. (ia) Each Within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the date on which the balance of the Loan Parties shall not open, maintain or otherwise have any deposit account (excluding any payroll account or other accounts (including zero balance account) or securities accounts) at account of any bank or other financial institutionLoan Party maintained with the Administrative Agent, a Lender, or any other Affiliate thereof equals or exceeds $500,000, cause each such deposit account where money or securities are or may be deposited or maintained with any Personaccount to become subject to an account control agreement, other than (A) deposit accounts that are maintained at all times with depositary institutions as to which the Collateral Agent shall have received a Qualifying Control Agreement; (B) securities accounts that are maintained at all times with financial institutions as to which the Collateral 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 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; and (E) other deposit accounts, so long as at any time the balance in any such account does not exceed $10,000 and the aggregate balance in all such other deposit accounts does not exceed $100,000. (ii) The Loan Parties shall (A) 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) as of the Closing Date, but excluding the deposit accounts listed on Schedule 6.14(d)(i)(D) 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, addressed to the Administrative Agent and the Lenders, in connection with matters relating to such Qualifying Control Agreements and in form and substance reasonably acceptable to the Administrative Agent, which grants the Administrative Agent, for the benefit of the holders of the Obligations, control over and a first-priority perfected security interest in each casesuch deposit account or securities account, no later than twenty including, without limitation, amounts and other items on deposit therein or financial assets credited to such account (20as applicable). If the aggregate balance of all deposit accounts (excluding any payroll accounts or zero balance accounts) of the Loan Parties that are maintained with the Administrative Agent, a Lender, or any Affiliate thereof and are not subject to the account control agreements described in this Section 7.10(a) exceeds $1,000,000, the Loan Parties shall subject a sufficient number of such deposit accounts to account control agreements as and when described in this Section 7.10(a) to eliminate such excess. If the aggregate balance of all securities accounts of the Loan Parties that are maintained with the Administrative Agent, a Lender, or any Affiliate thereof and are not subject to the account control agreements described in this Section 7.10(a) exceeds $1,000,000, the Loan Parties subject a sufficient number of such securities accounts to account control agreements as and when described in this Section 7.10(a) to eliminate such excess. (b) Within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the date on which the balance of any deposit account (excluding any payroll account or zero balance account) or securities account of any Loan Party maintained with any Person other than the Administrative Agent, a Lender, or any Affiliate thereof equals or exceeds $250,000, cause each such deposit account or securities account to become subject to an account control agreement, in form and substance reasonably acceptable to the Administrative Agent, which grants the Administrative Agent, for the benefit of the holders of Obligations, control over and a first-priority perfected security interest in such deposit account or securities account, including, without limitation, amounts and other items on deposit therein or financial assets credited to such account (as applicable). If the aggregate balance of all deposit accounts (excluding any payroll accounts or zero balance accounts) of the Loan Parties that are maintained with any Person other than the Administrative Agent, a Lender, or any Affiliate thereof and are not subject to the account control agreements described in this paragraph exceeds $500,000, the Loan Parties shall subject a sufficient number of such deposit accounts to account control agreements as and when described in this Section 7.10(b) to eliminate such excess. If the aggregate balance of all securities accounts of the Loan Parties that are maintained with any Person other than the Administrative Agent, a Lender, or any Affiliate thereof and are not subject to the account control agreements described in this Section 7.10(b) exceeds $500,000, the Loan Parties shall subject a sufficient number of such securities accounts to account control agreements as and when described in this Section 7.10(b) to eliminate such excess. (c) Within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the Closing Date, or within such longer period deliver to the Administrative Agent written evidence satisfactory to the Administrative Agent that all of time after the Closing Date as reasonably requested by deposit accounts and securities accounts that are required to be subject to account control agreements pursuant to any of the Loan Parties and approved by the Administrative AgentDocuments are subject to such account control agreements.

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 (A) deposit accounts that are maintained at all times with depositary institutions as to which the Collateral Agent shall have received a Qualifying Control Agreement; (B) securities accounts that are maintained at all times with financial institutions as to which the Collateral 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 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; and (E) other deposit accounts, so long as at any time the balance in any such account does not exceed $10,000 and the aggregate balance in all such other deposit accounts does not exceed $100,000.institutions (ii) The Loan Parties shall (A) to the extent 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) as of the Closing Date), but excluding the deposit accounts listed on Schedule 6.14(d)(i)(Ddescribed 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, addressed to the Administrative Agent and the Lenders, in connection with matters relating to such Qualifying Control Agreements and in form and substance acceptable to the Administrative Agent, in each casecase (x) prior to or on the Closing Date with 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, (y) within 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 (z) 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 Datedate of the opening of such deposit account or securities account, or within such longer period of time after the Closing Date thereafter as reasonably requested by the Loan Parties and approved by the 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 (A) deposit accounts that are maintained at all times with depositary institutions as to which the Collateral Agent shall have received a Qualifying Control Agreement; (B) securities accounts that are maintained at all times with financial institutions as to which the Collateral 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 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; and (EF) other deposit accounts, so long as at any time the balance in any such account does not [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. exceed $10,000 100,000 and the aggregate balance in all such other deposit accounts does not exceed $100,000500,000. (ii) The Loan Parties shall (A) to the extent 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) as of the Closing Date), but excluding the deposit accounts listed on Schedule 6.14(d)(i)(Ddescribed 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, addressed to the Administrative Agent and the Lenders, in connection with matters relating to such Qualifying Control Agreements and in form and substance acceptable to the Administrative Agent, in each casecase (x) prior to or on the Closing Date with 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, (y) within 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 (z) 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 Datedate of the opening of such deposit account or securities account, or within such longer period of time after the Closing Date thereafter as reasonably requested by the Loan Parties and approved by the Administrative Agent.

Account Control Agreements. (i) Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including commodities accounts and 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 the Administrative Agent, (b) deposit accounts that are maintained at all times with depositary institutions as to which the Collateral Administrative Agent shall have received a Qualifying Control Agreement; , (Bc) securities accounts and commodities accounts that are maintained at all times with financial institutions Persons as to which the Collateral Administrative Agent shall have received a Qualifying Control AgreementAgreement and (d) Excluded Accounts; provided that, that notwithstanding the foregoing, each Loan Party shall have until the 90th day following the Closing Date (C) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at a bank acceptable to unless extended by the Administrative Agent; (DAgent in its sole discretion) deposit accounts listed on Schedule 6.14(d)(i)(D) over which the Collateral Agent shall not have a Lien; and (E) other deposit accounts, so long as at any time the balance in any such account does not exceed $10,000 and the aggregate balance in all such other deposit accounts does not exceed $100,000. (ii) The Loan Parties shall (A) 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) as of the Closing Date, but excluding the deposit accounts listed on Schedule 6.14(d)(i)(D) over which the Collateral Agent shall not have a Lien, and (B) deliver to the Administrative Agent an opinion of counsel for such fully-executed Qualifying Control Agreements required to be delivered pursuant to this Section 6.13(e) with respect to any deposit accounts, securities accounts or commodities accounts existing on the Closing Date that are not Excluded Accounts. It is agreed and understood that the Loan Parties, addressed Parties shall have until the date that is 90 days following the closing date of any Permitted Acquisition (or such later date as may be agreed to by the Administrative Agent and in its sole discretion) to comply with the Lendersprovisions of this Section 6.13(e) with regard to any deposit accounts, securities accounts or commodities accounts of the Loan Parties acquired in connection with matters relating to such Qualifying Control Agreements and in form and substance acceptable to the Administrative Agent, in each case, no later than twenty (20) days after the Closing Date, or within such longer period of time after the Closing Date as reasonably requested by the Loan Parties and approved by the Administrative AgentPermitted Acquisition.