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

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. No Obligor will, or will permit any Subsidiary (except in the case of any Foreign Subsidiary in the Ordinary Course of Business) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to the Purchaser, and, subject to the terms of the Intercreditor Agreement, unless the Purchaser, such Obligor 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. Each Obligor represents and warrants that Schedule 8.14 lists all of the Deposit Accounts and Securities Accounts of each Obligor as of the Effective Date. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Obligors’ employees and identified to the Purchaser by the Company as such; provided, however, that at all times that any Obligations remain outstanding, the Obligors 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.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. Except to the extent provided otherwise in the last sentence of this Section 5.14, each Borrower will, and will cause each Credit Party to, cause each Deposit Account and Securities Account to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. No Obligor Borrower will, or will permit any Subsidiary (except in the case of any Foreign Subsidiary in the Ordinary Course of Business) to, directly or indirectly, establish any new Deposit Account or Securities Account Credit Party without prior written notice to the PurchaserAgent, and, subject to the terms of the Intercreditor Agreement, and unless the PurchaserAgent, such Obligor 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. Each Obligor represents Borrowers represent and warrants warrant that Schedule 8.14 5.14 lists all of the Deposit Accounts and Securities Accounts of each Obligor Borrower as of the Effective Closing Date. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (a) the Letter of Credit Cash Collateral Account and (b) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of ObligorsBorrowers’ employees and identified to the Purchaser Agent by the Company Borrowers as such; provided, however, that at all times that any Obligations remain outstanding, the Obligors 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.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. No Obligor Borrower will, or will permit any Subsidiary (except in the case of any Foreign Subsidiary in the Ordinary Course of Business) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent. With respect to each Deposit Account or Securities Account opened in the PurchaserUnited States, and, subject to the terms upon request of the Intercreditor Agreement, unless the PurchaserAgent, such Obligor Borrower or such Subsidiary Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall and shall cause the bank, financial institution or securities intermediary at which the account is to be opened to 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. Each Obligor represents Borrowers represent and warrants warrant that Schedule 8.14 5.14 (as such Schedule may be updated from time to time to reflect changes resulting from the establishment of new Deposit Accounts or Securities Accounts pursuant to this Section 5.14) lists all of the Deposit Accounts and Securities Accounts of each Obligor as of the Effective DateBorrower and its Subsidiaries. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (1) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of ObligorsBorrowers’ employees and identified to the Purchaser Agent by the Company Borrowers as such; provided, however, that at all times that any Obligations remain outstanding, the Obligors 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 AccountAccount and (2) Deposit Accounts or Securities Accounts maintained at a bank, financial institution or securities intermediary outside the United States.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. No Obligor Except with respect to the HSBC Deposit Account (and subject to the limitations with respect thereto set forth in the definition thereof, and the terms of Section 7.4), no Credit Party will, or will permit any Subsidiary (except in the case of any Foreign Subsidiary in the Ordinary Course of Business) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to the PurchaserAgent, and, subject to the terms of the Intercreditor Agreement, and unless the PurchaserAgent, such Obligor 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. Each Obligor represents Credit Parties represent and warrants warrant that Schedule 8.14 5.14 lists all of the Deposit Accounts and Securities Accounts of each Obligor Credit Party as of the Effective Closing Date. The provisions of this Section 5.14 requiring Deposit Account Control Agreements shall not apply to Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of ObligorsCredit Parties’ employees and identified to the Purchaser Agent by the Company Credit Parties as such; provided, however, that at all times that any Obligations remain outstanding, the Obligors 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.