Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain all of Borrower’s and its domestic Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (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 (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 Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time). (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 and its domestic Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its domestic Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatesas identified in the Perfection Certificate delivered to Collateral Agent as of the Effective Date. In addition, for each Collateral Account that Borrower or any of its domestic 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 (which shall be provided upon termination of this Agreement and satisfaction in full of all Obligations (other than inchoate indemnity obligations)). The provisions of the previous sentence shall not apply to (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 Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time). (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 and its domestic U.S. Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its domestic U.S. 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 domestic U.S. 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 (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 Certificates; and (ii) foreign account maintained by Certificates or, after the Effective Date, with Collateral Agent’s consent after written notice from Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time)to 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 and its domestic Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (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 AffiliatesAffiliates or any of the institutions identified on the Perfection Certificate and subject to Control Agreements 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 (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 Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time). (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 and its domestic Subsidiaries’ primary Collateral Accounts (other than deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent and each Lender by Borrower as such) with Bank SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (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 SVB 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 (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 Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time)such. (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 otherwise provided in Section 6.6(b), maintain all of Borrower’s and its domestic Subsidiaries’ primary Collateral Accounts (other than the Miramar Hong Kong Account) with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s Agent and such Subsidiaries’ accounts at maintain all financial institutionscash management services and foreign exchange services with Bank or its Affiliates. (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 (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 Certificates; Certificates and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time)Miramar Hong Kong Account. (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 and its domestic Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (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 AffiliatesAccount. 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 (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 Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time). (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 and its domestic Subsidiaries’ primary Collateral Accounts Accounts, excess cash, letters of credit, cash management services, foreign exchange services and merchant services with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent Agent (51.00%except as provided in subsections (b) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsor (d) below). (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 this Section 6.6 shall not apply to (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 Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not. Collateral Agent agrees not to place a “hold” or deliver a notice of exclusive control, in the aggregateentitlement order, exceed One Hundred Thousand Dollars ($100,000.00) at or other similar directions or instructions under any time)Control Agreement or similar agreements providing control of any Collateral unless an Event of Default has occurred. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a), (b) and (bd).

Operating Accounts. (a) Maintain Within thirty (30) days after the Effective Date and thereafter, maintain all of Borrower’s and its domestic Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which accounts shall represent at least fifty-one percent (51.00%) of the dollar value of Borrower’s Agent and such Subsidiaries’ accounts at all financial institutionseach Lender. (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 and each Lender’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 (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 Certificates; and , (ii) foreign account maintained by Borrower the State Street Accounts and its Subsidiaries (which accounts shall not, in iii) the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time)Xxxxx Fargo 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).