Other Deposit and Securities Accounts Clause Samples
The 'Other Deposit and Securities Accounts' clause defines the treatment and management of any additional bank or investment accounts held by a party beyond the primary account specified in the agreement. It typically outlines the obligations to disclose, maintain, or restrict activity in these accounts, and may require the party to provide information or grant access to such accounts for monitoring or compliance purposes. This clause ensures transparency and control over all relevant financial assets, helping to prevent undisclosed transactions or the diversion of funds, thereby reducing financial risk and enhancing oversight.
Other Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first security interest therein.
Other Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first priority security interest therein. 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 employees.
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by ▇▇▇▇▇▇▇▇, except (i) Deposit Accounts and investment/securities accounts maintained as of the Closing Date and set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts established and maintained after the Closing Date, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first priority security interest therein, subject to Permitted Liens. 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 employees and identified to Lender as such.
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first priority security interest therein, subject to Permitted Liens. 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 employees and (ii) Deposit Accounts subject to Liens permitted by clause (p) of the definition of Permitted Liens; in each case of (i) and (ii), as identified to Lender as such (collectively, the “Excluded Accounts”).
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first priority security interest therein, subject to Permitted Liens. 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 employees or to accounts held outside of the United States in the ordinary course of business and consistent with past practice.
Other Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first security interest therein. Notwithstanding anything contained herein to the contrary, including the Borrower’s grant of a security interest in Section 2.10(a), Lender agrees that, in the event the Lender instructs any depositary bank to (i) deliver funds to the Lender or (ii) not to permit the Borrower to withdraw funds from any Deposit Account, the Borrower may withdraw, for a period not to exceed 30 days commencing on the date Lender delivers such instructions, an amount in the Deposit Accounts not to exceed $250,000 for the purpose of meeting Borrower’s then current payroll obligations or, with Lender’s consent, other outstanding obligations of Borrower, and that any such withdrawal shall be free and clear of any interest of the Lender in such funds. The Lender shall provide instruction to such depositary bank in order to permit the Borrower to make such withdrawal.
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Agent shall have taken such action as Agent reasonably deems necessary to obtain a first priority (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have, or that by operation of law have, superior priority) perfected security interest therein, subject only to Permitted Liens. The provisions of the previous sentence shall not apply to (a) 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 Agent as such, so long as the aggregate amount maintained in all such accounts does not exceed the amount reasonably estimated to be required to fund the then-next two (2) payroll cycles(including bonuses, commissions and overtime) at any time; provided that Borrower shall promptly furnish supporting documentation for such estimations upon Agent’s request, (b) any payment processor accounts, (c) zero balance accounts, (d) any cash collateral accounts permitted under this Agreement and identified to Agent as such, and (e) any other Deposit Accounts for no more than thirty (30) days after the opening thereof and only so long as all such accounts under this clause (d) hold less than Ten Thousand Dollars ($10,000) on deposit in the aggregate at any time (the accounts listed in clauses (a) through (e), each an “Excluded Account” and collectively, the “Excluded Accounts”.
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall, within sixty (60) days of the Closing Date (or such longer period as may be agreed to by Lender in its sole discretion), have executed deposit account control agreement(s) with respect to each of Borrower’s Deposit Accounts, other than with respect to Excluded Accounts. 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 employees and identified to Lender as such, (ii) customer accounts, (iii) zero balance accounts, (iv) accounts with equal to or less than $300,000 outstanding, in the aggregate, (v) the Excluded Lease Account or (vi) accounts held outside of the United States (clauses (i)—(vi), collectively, “Excluded Accounts” and each an “Excluded Account”).
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding 16 securities owned by Borrower except (i) Deposit Accounts and investment/securities accounts as set forth in Schedule 3, and (ii) other Deposit Accounts and securities/investment accounts, in each case, with respect to which Borrower and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected first priority security interest therein, subject to Permitted Liens. The provisions of the previous sentence shall not apply to Deposit Accounts (x) exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees provided that the aggregate balance in such accounts does not exceed $100,000 for more than seven (7) consecutive days.
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by each Loan Party, except (i) Deposit Accounts and investment/securities accounts maintained by each Loan Party as of the Closing Date and set forth in the Supplement, and (ii) other Deposit Accounts and investment/securities accounts established and maintained by each Loan Party after the Closing Date, in each case, with respect to which each Loan Party and Lender shall have taken such action as Lender reasonably deems necessary to obtain a perfected, first priority security interest therein, subject to Permitted Liens (or, with respect to any such accounts existing as of the Closing Date, within five (5) Business Days after the Closing Date). The provisions of the previous sentence shall not apply to any Excluded Accounts. Notwithstanding the foregoing, until Full Payment of the Working Capital Lenders Obligations (as such terms are defined in the Intercreditor Agreement), no control agreement shall be required with respect to any Deposit Account or investment/securities account, unless the A/R Agent is a party thereto as “control agent” or similar first-lien party.