Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) All of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured Parties. (b) Borrower shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account. The provisions of the previous sentence 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 Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay period. (c) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6.

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in primary Collateral Accounts with Bank or its Affiliates, each of Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured Parties. (b) Borrower shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, Guarantor at any time maintains, Borrower or such Guarantor shall shall, subject to the proviso below, cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent; provided, that with respect to Collateral Accounts of a Foreign Subsidiary Guarantor maintained outside of the United States, the Borrower shall, or cause such Guarantor to use its best efforts, to obtain such agreements or instruments necessary to perfect Collateral Agent’s Lien in such Collateral Account. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided Certificate or any deposit accounts that are subject to clause (l) of the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay perioddefinition of “Permitted Liens.” (cb) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6.

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of accounts which are subject to a Control Agreement in favor of Collateral Agent, subject to Section 6.6(b). Borrower may maintain the SVB London Account or another foreign Deposit Account disclosed to Collateral Agent for and Lenders in writing so long as the ratable benefit of aggregate value in all such accounts do not exceed four Hundred Thousand Dollars ($400,000.00) in the Secured Partiesaggregate at any time (the “Permitted Foreign Accounts”). (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that Certificates and (ii) the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodPermitted Foreign Accounts. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained with Xxxxx Fargo Bank in Collateral Accounts with Bank or its Affiliates, each of accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Xxxxx Fargo Bank. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All Maintain all of the Borrower’s Collateral Accounts, operating and its Subsidiaries’ investment accounts with Silicon Valley Bank, which accounts are subject to Control Agreements in favor of Collateral Accounts must Agent; provided that deposits and investments in excess of $50,000,000 may be maintained in Collateral Accounts Accounts, operating and investment accounts with Bank or its Affiliatesan institution other than Silicon Valley Bank, each of which provided such Collateral Accounts, operating and investment accounts are subject to a Control Agreement Agreements in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Silicon Valley Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution (other than Silicon Valley Bank) at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount that is not subject to a Control Agreement in favor of Collateral Agent. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in primary Collateral Accounts with Bank or its Affiliates, each of Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Notwithstanding the foregoing, LLC shall not be required to comply with this Section 6.6.

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All of the Borrower’s and its Subsidiaries’ Maintain a Collateral Accounts must Account for which there will be maintained in Collateral Accounts no minimum required balance with Bank or its Affiliates, each of which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any new Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantorof its Domestic Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection CertificateCertificates. Collateral Agent agrees not to place a “hold” or deliver a notice of exclusive control, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodentitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of any Collateral unless an Event of Default has occurred. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All of the Maintain Borrower’s and its Subsidiaries’ Guarantors Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of which are subject depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the ratable benefit of Borrower’s, or any Guarantor’s, employees, in an aggregate amount not to exceed One Hundred Thousand Dollars $100,000 and as identified to Collateral Agent by Borrower as such in the Secured PartiesPerfection Certificate. (b) Borrower shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account. The provisions of the previous sentence 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 Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodExcluded Accounts. (c) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6.

Operating Accounts. (a) All of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured Parties. (b) Borrower shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next two (2) succeeding pay periodperiods. (cb) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6. (c) Borrower shall cause Xxxxxxxxxxx Bank to transfer all funds deposited in the Xxxxxxxxxxx Account, net of fees due to Xxxxxxxxxxx Bank, to a Collateral Account subject to a Control Agreement within two (2) Business Days of any such funds’ deposit into the Xxxxxxxxxxx Account.

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantor, of its Subsidiaries at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that Certificates as may be updated after the amount deposited therein shall not exceed Effective Date subject to the amount reasonably expected to be due review and payable for the next succeeding pay periodapproval of Collateral Agent. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in ’, domestic Collateral Accounts with Silicon Valley Bank or its Affiliates, each of Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured PartiesAgent. (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Silicon Valley Bank. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodCertificates. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured Parties. (b) Borrower shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account. The provisions of the previous sentence 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 Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay period. (c) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6.

Operating Accounts. (a) All Maintain all of the Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Collateral Accounts with Bank or its Affiliates, each of accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Secured Parties(except as provided in Section 6.6(b)). (b) Borrower shall provide Collateral Agent ten five (105) days’ prior written notice before Borrower or any Guarantor of its Subsidiaries establishes any new Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantorof its Subsidiaries, at any time maintains, Borrower or such Guarantor Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Deposit Accounts deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection CertificateCertificates. Collateral Agent agrees not to place a “hold” or deliver a notice of exclusive control, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodentitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of any Collateral unless an Event of Default has occurred. (c) Neither Borrower nor any Guarantor of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6Sections 6.6(a) and (b).

Operating Accounts. (a) All of the Subject to Section 3.5(a), maintain Borrower’s and its Subsidiaries’ Collateral Accounts must be maintained in Guarantor’s Collateral Accounts with Bank or its Affiliates, each of which are subject depository institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the ratable benefit of Borrower’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Secured PartiesDisclosure Schedules. (b) Borrower shall provide Collateral Agent Lenders ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, Guarantor at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account. The provisions of the previous sentence 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 Borrower’s, or any of its Subsidiaries’Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and payable for the next succeeding pay periodDisclosure Schedules. (c) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6.