Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates Accounts in accounts which are subject to a Control Agreement in favor of Collateral AgentAgent other than deposit accounts used exclusively 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. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatessuch accounts in existence on the Closing Date and subject to a Control Agreement in favor of Collateral Agent. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, Accounts with Bank or its Affiliates the institutions set forth in the Perfection Certificates and in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatesthose set forth in the Perfection Certificate. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’s primary Except for Collateral Accounts maintained by Selecta Russia and its Subsidiaries’ primary Security Corp., maintain all Collateral Accounts, including all securities accounts, Accounts with Bank or its Affiliates Affiliates; in each case, in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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) 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 as updated from time to time in accordance with Section 5.1.Certificates or (ii) maintained by Selecta Russia or Security Corp. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Notwithstanding anything to the contrary in this Section 6.6, Borrower shall at all times maintain unrestricted cash in an account with Bank subject to a Control Agreement in favor of Collateral Agent that is equal to or greater than the lesser of (i) one hundred five percent (105%) of the principal amount of all outstanding Credit Extensions or (ii) one hundred percent (100%) of the aggregate unrestricted cash and Cash Equivalents of Borrower and Security Corp. In addition, Security Corp. shall maintain all of its Collateral Accounts with Bank or Bank’s Affiliates.

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. In addition, subject to the terms of the Post Closing Letter for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 Certificates as may be updated from time after the Effective Date subject to time in accordance with Section 5.1the review and approval of Collateral Agent. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. 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 Certificates. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. Xxxxx Fargo Bank, N.A. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatesthe institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with Xxxxx Fargo Bank, N.A. or State Street Bank or its Affiliates& Trust Company. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’s primary and all of its Subsidiaries’ primary Collateral Accountsoperating and other deposit accounts and securities accounts with the institutions identified on the Perfection Certificate, including provided that all securities accounts, with Bank or its Affiliates in such accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower and its Subsidiaries shall provide Collateral Agent and Lenders five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person other than Bank or its Affiliatesthe institutions identified on the Perfection Certificate as of the Effective Date. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at Subsidiaries any time maintains, Borrower or such 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 and Lenders’ Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without prior written consent of Collateral AgentAgent and Lenders. 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, ’s or any of its Subsidiaries’, such Subsidiary’s employees and identified to Collateral Agent and Lenders by Borrower as such in the Perfection Certificate as updated from time to time in accordance with Section 5.1such. (c) Neither Borrower nor any of and its Subsidiaries shall not maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower, and any Subsidiary of Borrower shall maintain all of its operating accounts and excess cash with SVB or SVB’s primary Affiliates; provided, however, that Borrower may maintain its accounts with merchant processors (including, without limitation, PayPal, Stripe, and its Subsidiaries’ primary Collateral other similar processors) (“Merchant Processing Accounts”), including so long as Borrower transfers all securities accounts, with Bank or its Affiliates in accounts the funds which are subject in excess of One Hundred Thousand Dollars ($100,000) in any such account or Three Hundred Thousand Dollars ($300,000) in the aggregate in an all such accounts to a Control Agreement an account maintained with SVB within five (5) Business Days of any such account exceeding One Hundred Thousand Dollars ($100,000) individually or such accounts exceeding Three Hundred Thousand Dollars ($300,000) in favor of Collateral Agentthe aggregate. (b) In addition to and without limiting the restrictions in (a), Borrower shall provide Collateral Agent five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank Agent or its Agent’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Agent) at or with which such any 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 in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to (i) 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’, ’s employees and identified to Collateral Agent by Borrower as such in or (ii) the Perfection Certificate Merchant Processing Accounts so long as updated from time Borrower transfers applicable funds therein to time an account maintained with SVB in accordance with Section 5.16.6(a). (c) Neither Borrower, and any Subsidiary of Borrower nor shall obtain any business credit card exclusively from SVB, except as permitted in the defined term “Permitted Indebtedness” part (g) of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)this Agreement.

Operating Accounts. (a) Maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatesas described in the Perfection Certificate delivered prior to the Effective Date. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 AgentAgent (but which may be terminated upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations) and the termination of this Agreement, at the sole cost and expense of Borrower). The provisions of the previous sentence this Section 6.6 shall not apply to (x) 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 as updated from time Certificates and (y) cash collateral accounts with respect to time in accordance with Section 5.1Indebtedness permitted pursuant to clauses (h) and (j) of the definition of Permitted Indebtedness (collectively, “Excluded Accounts”). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Except as contemplated by Section 6.6(b), maintain all of Borrower’s primary and its Subsidiaries’ primary Collateral Accounts, including all securities accounts, with Bank or its Affiliates Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatesof America. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Collateral Agent and the Lenders agree not to give a notice of exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement unless an Event of Default has occurred.

Operating Accounts. (a) Maintain Borrower’s primary From and after the date ninety (90) days from the Effective Date, Borrower shall maintain its, and its Domestic Subsidiaries’ primary Collateral Accounts’, including all securities accountsdomestic depository and operating accounts with Bank, with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of, and in form and content acceptable to, Collateral Agent; provided, however, that during such ninety (90) day period, all Collateral Accounts maintained with any bank or financial institution shall be subject to one or more Control Agreements in favor of Collateral Agent that are in such form and substance as are acceptable to Collateral Agent. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its AffiliatesAccount. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, Subsidiaries at any time maintains, commencing with the Funding Date of the first Credit Extension made hereunder, Borrower or such 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 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 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 as updated from time to time in accordance with Section 5.1Certificate. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)Section 6.6.