Common use of Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts Clause in Contracts

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent and, unless Agent shall otherwise consent, such Borrower or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each quarterly Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements or Securities Account Control Agreements shall not apply to Excluded Accounts or the Deposit Accounts or Securities Accounts of Excluded Subsidiaries. (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Subsidiary Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent andAgent, and unless Agent shall otherwise consentAgent, such Borrower or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) . Borrowers represent and warrant that that, as of the Closing Date, Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each quarterly Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements or Securities Account Control Agreements shall not apply to Excluded Accounts or the (1) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or Securities for the benefit of Borrowers’ employees, (2) the Lease Letters of Credit, (3) the Subject Collateral Accounts, and (4) and such other Deposit Accounts of Excluded Subsidiaries. (c) At with deposits totaling no more than $250,000 in the aggregate for all such Deposit Accounts and identified to Agent by Borrowers as such; provided, however, that at all times that any Obligations or Affiliated Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Each Credit Party will, and will cause its Subsidiaries to, cause each Deposit Account and Securities Account (other than Excluded Accounts) to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable; (b) Without limiting clause (a), no Credit Party will, or will permit any Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent andAgent, and unless Agent shall otherwise consentconsent or such Deposit Account or Securities Account constitutes an Excluded Account, such Borrower Credit Party or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.; (bc) Borrowers As of the Closing Date and each date that a Compliance Certificate is required to be delivered pursuant to Section 4.1 hereof, Credit Parties represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each quarterly Compliance Certificate is deliveredCredit Party. The provisions of this Section requiring Deposit Account Control Agreements or Securities Account Control Agreements shall not apply to Excluded Accounts or the Deposit Accounts or Securities Accounts of Excluded Subsidiaries.Accounts; and (cd) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower Credit Parties shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent and(except with respect to Excluded Accounts), and unless Agent shall otherwise consentAgent, such Borrower or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. Without limiting the foregoing, at all times following this Agreement, Borrower shall ensure that all of its Deposit Accounts and Securities Accounts (other than Excluded Accounts) are subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. (b) Borrowers represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each quarterly Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements or Securities Account Control Agreements shall not apply to Excluded Accounts or the Deposit Accounts or Securities Accounts of Excluded SubsidiariesAccounts. (c) At all times that any Obligations or Affiliated Obligations remain outstandingoutstanding following the Payroll Account Post-Closing Period, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Except as set forth in Section 5.14(b), no Borrower will, or will permit any Subsidiary that is a Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent andAgent, and unless Agent shall otherwise consentAgent, such Borrower or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers represent and warrant that Schedule 5.14 to the Disclosure Letter lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each quarterly Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements or Securities Account Control Agreements shall not apply to Excluded Accounts or the (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or Securities Accounts for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such and (ii) the SVB Cash Collateral Account (the accounts set forth in clauses (i) and (ii), collectively, “Excluded SubsidiariesAccounts”). (c) At Subject to Section 7.4, at all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).