Common use of Cash Management Services and Reserves Clause in Contracts

Cash Management Services and Reserves. Borrower may use up to $152,500 (the “Cash Management Sublimit”) of Loans available hereunder for Silicon’s Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) business credit card services (“Business Credit Card Services”), in each case, as such services are identified in one or more cash management services agreements between Borrower and Silicon related to such service (collectively, the “Cash Management Services”); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in connection with the Cash Management Services, and Silicon may charge to Borrower’s Loan account, any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date or any earlier effective date of termination of this Agreement (or such later date requested by Borrower as Silicon may agree in writing in its sole discretion if and to the extent Borrower’s reimbursement and indemnity obligations with respect to such Cash Management Services are secured by cash in amounts and on terms and conditions acceptable to Silicon in its sole discretion). is hereby amended in its entirety to read as follows:

Cash Management Services and Reserves. Borrower may use up to $152,500 (the “Cash Management Sublimit”) 5,000,000 of Loans available hereunder for Silicon’s Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) including, merchant services, business credit card card, ACH and other services (“Business Credit Card Services”), in each case, as such services are identified in one or more the cash management services agreements between Borrower and Silicon agreement related to such service (collectively, the “Cash Management Services”); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in its good faith business judgment in connection with the Cash Management Services, and Silicon may charge to Borrower’s Loan account, any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date Date. Foreign Exchange Contract Sublimit: $5,000,000. Borrower may enter into foreign exchange forward contracts with Silicon, on its standard forms, under which Borrower commits to purchase from or sell to Silicon a set amount of foreign currency more than one business day after the contract date (the “FX Forward Contracts”); provided that (1) at the time the FX Forward Contract is entered into Borrower has Loans available to it under this Agreement in an amount at least equal to 10% of the amount of the FX Forward Contract; (2) the total FX Forward Contracts at any earlier effective date one time outstanding may not exceed 10 times the amount of termination the Foreign Exchange Contract Sublimit set forth above. Silicon shall have the right to withhold, from the Loans otherwise available to Borrower under this Agreement, a reserve (which shall be in addition to all other reserves) in an amount equal to 10% of the total FX Forward Contracts from time to time outstanding, and in the event at any time there are insufficient Loans available to Borrower for such reserve, Borrower shall deposit and maintain with Silicon cash collateral in an amount at all times equal to such deficiency, which shall be held as Collateral for all purposes of this Agreement (or such later date requested by Borrower as Agreement. Silicon may agree in writing may, in its sole discretion if discretion, terminate the FX Forward Contracts at any time that an Event of Default occurs and to the extent Borrower’s reimbursement is continuing. Borrower shall execute all standard form applications and indemnity obligations with respect to such Cash Management Services are secured by cash in amounts and on terms and conditions acceptable to agreements of Silicon in its sole discretion). is hereby amended connection with the FX Forward Contracts, and without limiting any of the terms of such applications and agreements, Borrower shall pay all standard fees and charges of Silicon in its entirety to read as follows:connection with the FX Forward Contracts.

Cash Management Services and Reserves. Borrower may use up to $152,500 2,250,000 (subject to the “Overall Ancillary Sublimit set forth below, the "Cash Management Sublimit”") of Loans available hereunder for Silicon’s 's Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) business credit card services (“Business Credit Card Services”), in each case, as such services are identified in one or more of merchant services, business credit card, ACH and other services identified in the cash management services agreements between Borrower and Silicon agreement related to such service (collectively, the “"Cash Management Services”"); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve Reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in connection with the Cash Management ServicesServices (such Reserve, the "Cash Management Reserve"), and Silicon may charge to Borrower’s 's Loan account, account any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ ' fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date or any earlier effective date of termination of this Agreement (or such later date requested by Borrower as Silicon may agree in writing in its sole discretion if and to the extent Borrower’s 's reimbursement and indemnity obligations with respect to such Cash Management Services are secured by cash in amounts and on terms and conditions acceptable to Silicon in its sole discretion). is hereby amended in its entirety LETTER OF CREDIT SUBLIMIT (Section 1.5): $3,000,000 (subject to read as follows:the Overall Ancillary Sublimit set forth below) OVERALL ANCILLARY SUBLIMIT: Anything to the contrary notwithstanding, Silicon shall have no obligation to issue Letters of Credit, enter into Foreign Exchange Contracts, or extend Cash Management Services if and to the extent that the sum of the aggregate amount of all undrawn and unreimbursed Letters of Credit plus the FX Reserve plus the Cash Management Reserve exceeds $3,000,000 (the "Overall Ancillary Sublimit").

Cash Management Services and Reserves. Borrower may use Loans available hereunder, up to $152,500 (the “Cash Management Sublimit”) of Loans available hereunder Services Sublimit set forth above, for Silicon’s Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) including, merchant services, business credit card card, automated clearing house services (“Business Credit Card Services”), in each case, as such and other services are identified in one or more any cash management services agreements between Borrower and agreement with Silicon related to such service (collectively, the “Cash Management Services”); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in its good faith business judgment in connection with the Cash Management Services, and Silicon may charge to Borrower’s Loan account, any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date or any earlier effective date Date. Foreign Exchange Contract Sublimit: $500,000.00, provided that the total utilization under the Letter of termination of this Agreement (or such later date requested by Borrower as Silicon may agree in writing in its sole discretion if and to the extent Borrower’s reimbursement and indemnity obligations with respect to such Credit Sublimit, Cash Management Services are secured by cash in amounts Sublimit, and the Foreign Exchange Contract Sublimit shall not, at any time, exceed $500,000.00. Borrower may enter into foreign exchange forward contracts with Silicon, on terms and conditions acceptable its standard forms, under which Borrower commits to purchase from or sell to Silicon a set amount of foreign currency more than one business day after the contract date (the “FX Forward Contracts”); provided that (1) at the time the FX Forward Contract is entered into Borrower has Loans available to it under this Agreement in an amount at least equal to 10% of the amount of the FX Forward Contract; (2) the total FX Forward Contracts at any one time outstanding may not exceed 10 times the amount of the Foreign Exchange Contract Sublimit set forth above. Silicon shall have the right to withhold, from the Loans otherwise available to Borrower under this Agreement, a reserve (which shall be in addition to all other reserves) in an amount equal to 10% of the total FX Forward Contracts from time to time outstanding, and in the event at any time there are insufficient Loans available to Borrower for such reserve, Borrower shall deposit and maintain with Silicon cash collateral in an amount at all times equal to such deficiency, which shall be held as Collateral for all purposes of this Agreement. Silicon may, in its sole discretion), terminate the FX Forward Contracts at any time that an Event of Default occurs and is continuing. is hereby amended Borrower shall execute all standard form applications and agreements of Silicon in its entirety to read as follows:connection with the FX Forward Contracts, and without limiting any of the terms of such applications and agreements, Borrower shall pay all standard fees and charges of Silicon in connection with the FX Forward Contracts.

Cash Management Services and Reserves. Subject to the Overall Sublimit, Borrower may use up to $152,500 25,000,000 (the “Cash Management Sublimit”) of Loans available hereunder for Silicon’s Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) including, merchant services, business credit card card, ACH and other services (“Business Credit Card Services”), in each case, as such services are identified in one or more the cash management services agreements between Borrower and Silicon agreement related to such service (collectively, the “Cash Management Services”); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in its good faith business judgment in connection with the Cash Management Services, and Silicon may charge to Borrower’s Loan account, any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date Date. FX Sublimit: $25,000,000, subject to the Overall Sublimit. Borrower may enter into foreign exchange forward contracts with Silicon, on its standard forms, under which Borrower commits to purchase from or sell to Silicon a set amount of foreign currency more than one business day after the contract date (the “FX Forward Contracts”); provided that (1) at the time the FX Forward Contract is entered into Borrower has Loans available to it under this Agreement in an amount at least equal to 10% of the amount of the FX Forward Contract; (2) the total FX Forward Contracts at any earlier effective date one time outstanding may not exceed 10 times the amount of termination the FX Sublimit set forth above. Silicon shall have the right to withhold, from the Loans otherwise available to Borrower under this Agreement, a reserve (which shall be in addition to all other reserves) in an amount equal to 10% of the total FX Forward Contracts from time to time outstanding, and in the event at any time there are insufficient Loans available to Borrower for such reserve, Borrower shall deposit and maintain with Silicon cash collateral in an amount at all times equal to such deficiency, which shall be held as Collateral for all purposes of this Agreement (or Agreement, until such later date requested by time as there exist sufficient Loans available to Borrower as for such reserve at which time such cash collateral shall be released. Silicon may agree in writing may, in its sole discretion if discretion, terminate the FX Forward Contracts at any time that an Event of Default occurs and to the extent Borrower’s reimbursement is continuing. Borrower shall execute all standard form applications and indemnity obligations with respect to such Cash Management Services are secured by cash in amounts and on terms and conditions acceptable to agreements of Silicon in its sole discretion). is hereby amended connection with the FX Forward Contracts, and without limiting any of the terms of such applications and agreements, Borrower shall pay all standard fees and charges of Silicon in its entirety to read as follows:connection with the FX Forward Contracts.

Cash Management Services and Reserves. Borrower may use utilize up to $152,500 (the “Cash Management Sublimit”) 10,000 of Loans available hereunder for Silicon’s Cash Management Services (as defined below) cash management services consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) business credit card services (“Business Credit Card Services”), in each caseservices, as such services are identified in one or more the cash management services agreements between Borrower and Silicon agreement related to such service the same (collectively, the “Cash Management Services”); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums up to $5,000 as Silicon shall determine in its good faith business judgment in connection with the Cash Management Services, and Silicon may charge to Borrower’s Loan accountaccount or deposit accounts, any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any The Cash Management Services shall terminate on the Maturity Date. Sublimit: $1,000,000, subject to the Overall Sublimit (as defined below). At the request of Borrower, Silicon may, in its good faith business judgment, issue or arrange for the issuance of letters of credit for the account of Borrower, in each case in form and substance satisfactory to Silicon in its sole discretion (collectively, "Letters of Credit"). The aggregate face amount of all Letters of Credit outstanding shall not exceed the Letter of Credit Sublimit set forth above, provided, under all circumstances, no new Letter of Credit shall be issued unless there is availability for the making of a Loan in the amount thereof. Thus, and in furtherance of the foregoing, in accordance with the provisions set forth in clause (c) above, Silicon shall withhold from the Loans otherwise available to Borrower under this Agreement a reserve (which shall be in addition to all other reserves) in an amount equal to the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit). In the event at any time and from time to time there is insufficient Loan availability to Borrower to maintain such reserve, Borrower shall, at the request of Silicon, deposit and maintain with Silicon cash collateral in an amount equal to such insufficiency, which shall be held as dedicated cash collateral for all purposes of this Agreement (provided that the amount thereof shall not be considered a balance applicable to the Dedicated and Restricted Bank Accounts). Borrower shall execute all standard form applications and agreements of Silicon in connection with the Letters of Credit, and without limiting any of the terms of such applications and agreements, Borrower shall pay all standard fees and charges of Silicon in connection with the Letters of Credit. Any payment by Silicon under or in connection with a Letter of Credit shall constitute Obligations hereundera Loan hereunder on the date such payment is made. Each Letter of Credit shall have an expiry date no later than thirty days prior to the Maturity Date. Borrower hereby agrees to indemnify, save, indemnify and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ ' fees incurred by Silicon arising out of or in connection with any Cash Management ServicesLetters of Credit. The Cash Management Services Borrower agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Silicon and opened for Borrower's account or by Silicon's interpretations of any Letter of Credit issued by Silicon for Borrower's account, and Borrower understands and agrees that Silicon shall terminate on not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower's instructions or those contained in the Maturity Date Letters of Credit or any earlier effective date modifications, amendments, or supplements thereto. Borrower understands that Letters of termination Credit may require Silicon to indemnify the issuing bank for certain costs or liabilities arising out of this Agreement (or such later date requested claims by Borrower as against such issuing bank. Borrower hereby agrees to indemnify and hold Silicon may agree in writing in its sole discretion if and to the extent Borrower’s reimbursement and indemnity obligations harmless with respect to any loss, cost, expense, or liability incurred by Silicon under any Letter of Credit as a result of Silicon's indemnification of any such Cash Management Services issuing bank. The provisions of this Loan Agreement, as it pertains to Letters of Credit, and any other Loan Documents relating to Letters of Credit are secured by cash in amounts and on terms and conditions acceptable to Silicon in its sole discretion). is hereby amended in its entirety to read as follows:cumulative.

Cash Management Services and Reserves. Borrower may use up to $152,500 500,000 (the “"Cash Management Sublimit”") of Loans available hereunder for Silicon’s 's Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) business credit card services (“Business Credit Card Services”), in each case, as such services are identified in one or more of merchant services, business credit card, ACH and other services identified in the cash management services agreements between Borrower and Silicon agreement related to such service (collectively, the “"Cash Management Services”"); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in connection with the Cash Management Services, and Silicon may charge to Borrower’s 's Loan account, account any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ ' fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date or any earlier effective date of termination of this Agreement (or such later date requested by Borrower as Silicon may agree in writing in its sole discretion if and to the extent Borrower’s 's reimbursement and indemnity obligations with respect to such Cash Management Services are secured by cash in amounts and on terms and conditions acceptable to Silicon in its sole discretion). is hereby amended in its entirety to read as follows:Letter of Credit Sublimit (Section 1.5): $500,000 ================================================================================

Cash Management Services and Reserves. Borrower may use up to $152,500 90,000 (the “Cash Management Sublimit”) of Loans available hereunder for Silicon’s Cash Management Services (as defined below) consisting of (i) ACH services for the reimbursement of Borrower’s employee expenses (“ACH Services”), and (ii) business credit card services (“Business Credit Card Services”)[reserved], in each case, as such services are identified in one or more cash management services agreements between Borrower and Silicon related to such service (collectively, the “Cash Management Services”); provided, however, that not more than $62,500 of the Cash Management Sublimit may be available for Business Credit Card Services, and not more than $90,000 of the Cash Management Sublimit may be available for ACH Services. Silicon may, in its sole discretion, reserve against Loans which would otherwise be available hereunder such sums as Silicon shall determine in connection with the Cash Management Services, and Silicon may charge to Borrower’s Loan account, any amounts that may become due or owing to Silicon in connection with the Cash Management Services. Borrower agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in connection with the Cash Management Services, and, without limiting any of the terms of such applications and agreements, Borrower will pay all standard fees and charges of Silicon in connection with the Cash Management Services. All amounts that Silicon pays or expends in respect of any Cash Management Services shall constitute Obligations hereunder. Borrower hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ fees incurred by Silicon arising out of or in connection with any Cash Management Services. The Cash Management Services shall terminate on the Maturity Date or any earlier effective date of termination of this Agreement (or such later date requested by Borrower as Silicon may agree in writing in its sole discretion if and to the extent Borrower’s reimbursement and indemnity obligations with respect to such Cash Management Services are secured by cash in amounts and on terms and conditions acceptable to Silicon in its sole discretion). is hereby amended in its entirety to read as follows:.