Common use of Zero Balance Account Service Clause in Contracts

Zero Balance Account Service. Our Zero Balance Account ("ZBA") Service enables you to consolidate your funds automatically each Business Day from designated deposit accounts ("Zero Balance Accounts" and/or "Subsidiary Accounts") into a designated master deposit account ("Concentration Account"). When checks (each individually, an "Item" and collectively, the "Items") drawn on a ZBA are presented for payment, funds are automatically transferred from the Concentration Account to cover exactly the total amount of the presentment. Deposits made to ZBAs are also automatically transferred to the Concentration Account. You will maintain deposit accounts consisting of a Concentration Account and one or more Subsidiary Accounts. Each Business Day, we will transfer funds from the Concentration Account to each Subsidiary Account or from each Subsidiary Account to the Concentration Account, as appropriate, so that the ledger balance in each Subsidiary Account at the close of the Business Day is zero or a predetermined target amount. If there are not sufficient funds in the Concentration Account to cover a predetermined target amount on a Subsidiary Account, transfers will only be made up to the amount of the funds available in the Concentration Account. You authorize us to execute the funds transfers to or from the designated Subsidiary Account(s) and Concentration Account(s). We will keep the Subsidiary Accounts open despite the zero balance. We shall not be required to make any transfer from the Concentration Account in excess of the funds therein, and in the event there are not sufficient collected funds in the Concentration Account to make all of the transfers required, we may allocate the funds among your designated Subsidiary Accounts in our sole and absolute discretion. You shall maintain sufficient available balances in the Concentration Account to cover the amounts transferred by us. If the amount of funds available for transfer from the Concentration Account or the amount of funds available above the predetermined target amount in the Concentration Account is not sufficient to pay all Items presented for payment on any given Business Day, we may return the Items for insufficient funds. You acknowledge that deposits to the Concentration Account(s) and/or Subsidiary Account(s) may not be made available to you until the funds in the deposit are collected, whether or not such funds are transferred to another deposit account as part of the Service. We determine when funds deposited are made available. You may issue Items drawn on a Subsidiary Account in excess of the balance in such Account, provided, however, that the aggregate amount of all such Items and other authorized debits to all of the Subsidiary Account(s) and Concentration Account(s) do not exceed the available balance in the Concentration Account(s). In the event that the amount of such Items and debits exceed such balance, we may, at our sole and absolute discretion, return or refuse any such Item or debit, impose any fee and take any other action authorized under our other agreements with you. If we elect to pay any such check or debit and an overdraft results, you agree to repay the amount of the overdraft and any associated fee(s) to us at once.

Zero Balance Account Service. Our You may, subject to our approval, enroll in the Zero Balance Account Service ("ZBA") Service enables “ZBA Service”), which allows you to consolidate your transfer funds automatically each Business Day from designated deposit accounts ("Zero Balance Accounts" and/or "Subsidiary Accounts") into between a designated master deposit account Account ("Concentration “Parent Account"). When checks (each individually, an "Item" ”) held in the name and collectively, the "Items") drawn on tax identification number of a ZBA are presented for payment, funds are automatically transferred from the Concentration Account to cover exactly the total amount single client of the presentment. Deposits made to ZBAs are also automatically transferred to Bank (the Concentration Account. You will maintain deposit accounts consisting of a Concentration “Parent Account Client”) and one or more Subsidiary Accountsother designated Accounts (“Secondary Account(s)”), whether each such Secondary Account is held by such Parent Account Client or is held in the name and tax identification number of a different client of the Bank (a “Secondary Account Client”). Each We may, but are not required to, permit such a ZBA Service relationship between a Parent Account Client and one or more Secondary Account Clients (a “ZBA Relationship”). At the close of each Business Day, we will transfer funds from between the Concentration Parent Account and each Secondary Account to achieve the target balance for each Subsidiary Secondary Account or designated in the enrollment form for the ZBA Service (“ZBA Service Enrollment Form”). If the balance in any Secondary Account exceeds the applicable target balance, SVB will transfer the excess funds from each Subsidiary such Secondary Account to the Concentration Parent Account. If the balance in any Secondary Account is less than the applicable target balance, SVB will transfer funds from the Parent Account to such Secondary Account in the amount needed to achieve the applicable target balance. Each transfer made using the ZBA Service shall constitute an authorized Payment Order. We may terminate your enrollment in the ZBA Service in our discretion at any time. We may also immediately suspend or terminate the ZBA Service upon notice to you if there is an overdraft in the Parent Account or any Secondary Account, as appropriateincluding after giving effect to any transfer made under the ZBA Service. An Account may not be enrolled in the ZBA Service, so that the ledger balance in each Subsidiary regardless of whether it is a Parent Account or a Secondary Account, at the close same time that it is enrolled in our Overdraft Protection, regardless of whether it is a Transfer Account or Overdrawn Account. Each Secondary Account Client, if any, hereby grants the Business Day is zero or a predetermined target amount. If there are not sufficient funds Parent Account Client in any such ZBA Relationship the unconditional and irrevocable authority to add to such ZBA Relationship new Secondary Accounts in the Concentration name and tax identification number of any additional Secondary Account Client and to cover a predetermined target amount remove any existing Secondary Account from such ZBA Relationship. Only the Parent Account Client, on a Subsidiary Accountbehalf of any Secondary Account Client, transfers will only be made up to the amount of the funds available in the Concentration Accountmay modify an existing ZBA Relationship. You authorize us to execute the funds transfers to or from the designated Subsidiary Account(s) and Concentration Account(s). We will keep the Subsidiary Accounts open despite the zero balance. We shall not be required to make any transfer from the Concentration Account in excess of the funds therein, and in the event there are not sufficient collected funds in the Concentration Account to make all of the transfers requiredNotwithstanding, we may allocate modify, change or amend the terms of the ZBA Service by providing notice to the Parent Account Client with prior written or electronic notice, by posting the notice or an amended agreement or other document on our website or by delivering it to you. Your use of the ZBA Service after being presented with such a written or electronic document constitutes your agreement to the terms of that document. You hereby represent and warrant to SVB that the transfer of funds among your designated Subsidiary Accounts described the ZBA Service Enrollment Form, and the commingling of funds resulting therefrom, does not violate any applicable law or any agreement applicable to such client, including any Secondary Account Client. In providing the ZBA Service, we are relying upon the foregoing representation and warranty, and you agree that our reliance and actions taken based on the foregoing do not constitute negligence or willful misconduct. In addition to the other indemnities set forth in this Deposit Agreement, the Parent Account Client hereby indemnifies us, and, if there is a ZBA Relationship, the Parent Account Client and each Secondary Account Client, hereby jointly and severally indemnifies us, for all obligations, including overdrafts, losses, claims, fees, costs, expenses, agreements, covenants, liabilities, representations and warranties, whether now existing or hereafter arising under, or in connection with, its or their participation in the ZBA Service, whether claimed by us or a third party (collectively, the “ZBA Obligations”). In addition to any other rights we may have under this Deposit Agreement or any Related Agreement, each Parent Account Client and Secondary Account Client hereby indemnifies, defends and holds us harmless in connection with any dispute with any other client in a ZBA Relationship with it in connection with the ZBA Service. Moreover, we may set off without notice against any account of a Parent Account Client or any Secondary Account Client for any ZBA Obligation owed to us in connection with the participation by such Parent Account Client or Secondary Account Client in the ZBA Service. This section shall survive termination of this Deposit Agreement. To induce us to provide the ZBA Service to you, the Parent Account Client absolutely, irrevocably and unconditionally guarantees to us full and prompt performance and payment when due (by acceleration or otherwise) of all ZBA Obligations. The liability of the Parent Account Client under this guaranty shall be absolute and unconditional irrespective of any lack of genuineness, validity, legality or enforceability of any document, agreement or instrument related thereto or any assignment or transfer thereof. This is a continuing guaranty and shall remain in full force and effect and be binding upon the Parent Account Client and its successors and permitted assigns, if any. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment or performance of the ZBA Obligations of any client, or any part thereof, is, upon the insolvency, bankruptcy or reorganization of such client or otherwise pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by us, all as though such payment or performance had not been made. Parent Account Client authorizes us, without notice or demand and without affecting the Parent Account Client’s liability hereunder, from time to time to renew, extend, accelerate, compromise, settle, restructure, refinance, refund or otherwise change the amount and time for payment or performance of the ZBA Obligations, or otherwise change the terms of the ZBA Obligations or any part thereof. The guaranty of Parent Account Client hereunder is that of a primary obligation and not merely a surety and is independent of the indemnity for any ZBA Obligations. The Parent Account Client unconditionally waives any right to require us to: (i) proceed against any other client or other obligor with respect to the ZBA Obligations, provided we have first given notice of default to the client and Parent Account Client and the client has failed to cure the default within two (2) days of such notice; (ii) proceed against or exhaust any security held directly or indirectly on account of the ZBA Obligations; or (iii) pursue any other remedy in our sole power whatsoever. Parent Account Client hereby waives: (a) notice of acceptance of this guaranty and absolute discretionof any extension of any loan or other financial accommodation by us to any client; (b) presentment and demand for payment of the ZBA Obligations; (c) protest and notice of dishonor or default to the Parent Account Client or any other party with respect to any of the ZBA Obligations; and (d) all other notices to which Parent Account Client might otherwise be entitled. You shall maintain sufficient available balances in the Concentration Parent Account to cover the amounts transferred by us. If the amount of funds available for transfer from the Concentration Account or the amount of funds available above the predetermined target amount in the Concentration Account is not sufficient Client agrees to pay all Items presented attorneys’ fees and charges, the allocated cost of internal legal services, and all other costs and expenses which may be incurred by SVB in the enforcement of this guaranty. Each Secondary Account Client enrolled in the ZBA Service hereby authorizes Parent Account Client to request and consent to any waiver or assignment hereunder for payment and on behalf of such Secondary Account Client with respect to such ZBA Relationship. Parent Account Client and each Secondary Account Client agree to notify us promptly of any given Business Dayconsolidation, we may return merger, sale or conveyance of Parent Account Client or such Secondary Account Client or the Items for insufficient funds. You acknowledge that deposits sale or conveyance of any controlling interest in Parent Account Client or such Secondary Account Client to the Concentration Account(s) and/or Subsidiary Account(s) may not extent no longer affiliated with Parent Account Client and the remaining Secondary Account Clients, and upon such occurrence we shall be made available entitled to you until terminate the funds in ZBA Relationship with respect to such Secondary Account Client upon written notice to the deposit are collectedParent Account Client. Parent Account Client may, whether or not on behalf of all its existing Secondary Account Clients, add additional Secondary Account Clients to the ZBA Relationship via an additional ZBA Service Enrollment Form signed by such funds are transferred to another deposit account as part of the Service. We determine when funds deposited are made available. You may issue Items drawn on a Subsidiary Parent Account in excess of the balance Client and each additional Secondary Account Client in such AccountZBA Relationship, provided, however, that the aggregate amount and otherwise act for and on behalf of all each such Items and other authorized debits to all of the Subsidiary Account(s) and Concentration Account(s) do not exceed the available balance in the Concentration Account(s). In the event that the amount of such Items and debits exceed such balance, we may, at our sole and absolute discretion, return or refuse any such Item or debit, impose any fee and take any other action authorized under our other agreements with you. If we elect to pay any such check or debit and an overdraft results, you agree to repay the amount of the overdraft and any associated fee(s) to us at onceSecondary Account Client as described herein.