Common use of Account Control Agreements Clause in Contracts

Account Control Agreements. Borrower shall at all times maintain all Cash Equivalents owned by Borrower on deposit in a Deposit Account or securities accounts in Borrower’s name with the institutions identified in Section 2(u) or at one or more other institutions disclosed to Lender (each, a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Lender (the terms of which shall be reasonably acceptable to Lender). At any time that the Cash Equivalents or any portion thereof are held in an account or accounts in one or more Third Party Institutions, the related account control agreement shall provide that, upon request, Lender is to receive a copy of the account statements delivered to Borrower. With respect to each such account, Borrower, Lender, and each Third Party Institution shall enter into a written agreement, granting Lender control of such account and providing that the Third Party Institution will comply with instructions originated by the Lender directing disposition of the funds in such account without further consent by Borrower. Such account control agreement may in accordance with the provisions thereof provide terms under which Borrower may remove funds from such account prior to Lender’s exercise of control; provided all funds in or transferred into such account on or after the effectiveness of this Agreement shall be subject to the security interest granted under this Agreement. Notwithstanding anything in this Agreement or any other Debt Document to the contrary, in no event shall Borrower be required to deliver a control agreement over (i) any payroll and payroll taxes account, workers’ compensation account or other employee wage or benefit payment account the proceeds of which are used solely to fund such purposes and (ii) any other deposit account or investment accounts, so long as the aggregate amount on deposit in (or credited to) all such accounts excluded pursuant to this clause (ii) does not exceed $100,000 at any time.

Account Control Agreements. Borrower Debtor shall at all times maintain all Cash Equivalents owned by Borrower Debtor on deposit in a Deposit Account or accounts holding securities accounts in BorrowerDebtor’s name with at the institutions identified in Section 2(u) or at one or more other institutions disclosed to Lender Secured Party (each, a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Lender Secured Party (the terms of which shall be reasonably acceptable to LenderSecured Party). At any time that the Cash Equivalents or any portion thereof are held in an account or accounts in one or more Third Party Institutions, the related account control agreement shall provide that, upon request, Lender that Secured Party is to receive a copy of the account statements delivered to BorrowerDebtor. With respect to each such accountDeposit Account, BorrowerDebtor, LenderSecured Party, and each Third Party Institution with which a Deposit Account is maintained, shall enter into a written agreement, granting Lender Secured Party control of such account the Deposit Account and providing that the Third Party Institution will comply with instructions originated by the Lender Secured Party directing disposition of the funds in such account the Deposit Account without further consent by BorrowerDebtor. Such account control agreement may in accordance with the provisions thereof provide terms under which Borrower Debtor may remove funds from such account the Deposit Account prior to LenderSecured Party’s exercise of control; provided all funds in or transferred into such account the Deposit Account on or after the effectiveness of this Agreement shall be subject to the security interest granted under this Agreement. Notwithstanding anything in this Agreement or any other Debt Document to the contraryforegoing, in no event an account control agreement shall Borrower not be required to deliver a control agreement over for Debtor’s accounts maintained with Xxxxxx Xxxxxxx so long as all of the following apply: (i) all of Debtor’s accounts at Xxxxxx Xxxxxxx do not exceed in the aggregate at any payroll and payroll taxes accounttime after December 21, workers’ compensation account or other employee wage or benefit payment account the proceeds of which are used solely to fund such purposes and 2005, Two Million Five Hundred Thousand Dollars ($2,500,000), (ii) Debtor provides evidence to Secured Party reasonably satisfactory to Secured Party on or before May 1, 2006 that Debtor has closed all of its accounts maintained by Xxxxxx Xxxxxxx and transferred all such funds and securities to another of Debtor’s accounts or account which are covered by an account control agreement in favor of Secured Party, and (iii) any other deposit of Debtor’s unrestricted cash maintained by Xxxxxx Xxxxxxx shall not be counted when determining the $15,000,000 threshold requirement of Section 3(z). Secured Party agrees that unless a default under the Agreement has occurred and is continuing, (i) it will not send a notice of exclusive control or any similar notice to any depository bank or any securities intermediary with respect to any Deposit Account or account holding securities of Debtor or investment accounts, (ii) exercise proxies with respect to any securities in an account holding securities of Debtor (and will permit Debtor to exercise such proxies). The provisions of this Section 3(v) shall not apply to the SVB Accounts so long as the aggregate amount on deposit SVB Security Agreement remains in (or credited to) all such accounts excluded pursuant to this clause (ii) does not exceed $100,000 at any timeeffect.

Account Control Agreements. Borrower Debtor shall at all times after the first 60 days following the date of this Amendment maintain all Cash Equivalents owned by Borrower Debtor on deposit in a Deposit Account or securities accounts in Borrower’s name with the institutions identified in Section 2(u) or Accounts at one or more other institutions disclosed to Lender a third party institution (each, a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Lender Secured Party (the terms of which shall be reasonably acceptable to LenderSecured Party). At any time that the Cash Equivalents or any portion thereof are held in an account or accounts in one or more Third Party Institutions, the related account control agreement shall provide that, upon request, Lender that Secured Party is to receive a copy of monthly account statements, evidencing that the account statements delivered to BorrowerCash Equivalents are maintained in the related account. With respect to each such accountDeposit Account, BorrowerDebtor, LenderSecured Party, and each Third Party Institution with which a Deposit Account is maintained, shall enter into a written agreement, granting Lender Secured party control of such account the Deposit Account and providing that the Third Party Institution will comply with instructions originated by the Lender Secured Party directing disposition of the funds in such account the Deposit Account without further consent by BorrowerDebtor. Such account control agreement may in accordance with the provisions thereof provide terms under which Borrower Debtor may remove funds from such account prior to Lender’s exercise of controlthe Deposit Account; provided all funds in or transferred into such account the Deposit Account on or after the effectiveness of this Agreement shall be subject to the security interest granted under this Agreement. Notwithstanding anything in this Agreement or any other Debt Document (t) Instructions for the primary operating account are as follows: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 ABA No.: 000000000 Account No.: 3300323007 Account Name: Operating Account Debtor hereby agrees that Loans will be advanced to the contraryaccount specified above and regularly scheduled payments will be automatically debited from the same account. In addition to the primary operating account identified hereinabove, in no event shall Borrower be required to deliver a control agreement over (i) any payroll and payroll taxes account, workers’ compensation account or other employee wage or benefit payment account Debtor maintains the proceeds of which are used solely to fund such purposes and (ii) any following other deposit account or and investment accounts, so long as the aggregate amount on deposit in (or credited to) all such accounts excluded pursuant to this clause (ii) does not exceed $100,000 at any time.:

Account Control Agreements. Borrower shall at all times maintain all Cash Equivalents owned by Borrower In the event that any one or more of the Loan Parties delivers to Lender a deposit account control agreement or blocked account agreement, in form and substance reasonably satisfactory to Lender, in respect of any deposit or securities account(s), as the same may be amended, restated, modified or supplemented from time to time, unless such deposit account control agreement or blocked account agreement provides Lender the immediate right to transfer the funds on deposit in such account to the Lender and/or a collateral account designated by Lender that is maintained under its sole dominion and control, Lender shall have the right, at the Lender’s election in its sole discretion, only upon the occurrence and during the continuance of an Event of Default, to provide notice of exercise of control and transfer the funds on deposit in such account to the Lender and/or a collateral account designated by Lender that is maintained under its sole dominion and control; provided, however, that solely in respect of that certain Deposit Account Control Agreement, dated as of February 14, 2017 (as the same may be amended, restated, modified or securities accounts in Borrower’s name with the institutions identified in Section 2(u) or at one or more other institutions disclosed supplemented from time to Lender (each, a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Lender (the terms of which shall be reasonably acceptable to Lender). At any time that the Cash Equivalents or any portion thereof are held in an account or accounts in one or more Third Party Institutionstime, the related account control agreement shall provide that“Xxxxx Fargo Blocked Account Agreement”), upon requestby and among Xxxxx Fargo Bank, Lender is to receive a copy of the account statements delivered to Borrower. With respect to each such accountNational Association, Borroweras first lien agent, Xxxxxx Products, Inc., Lender, as second lien agent, and each Third Party Institution Xxxxx Fargo Bank, National Association, as the bank, notwithstanding anything to the contrary set forth in the Xxxxx Fargo Blocked Account Agreement, (i) Lender shall enter into a written agreementhave the right, granting Lender control at the Lender’s election in its sole discretion, only upon the occurrence and during the continuance of such account and providing that the Third Party Institution will comply with instructions originated by the Lender directing disposition an Event of Default, to transfer the funds on deposit in such account without further consent by Borrower. Such account control agreement may in accordance with the provisions thereof provide terms under which Borrower may remove funds from such account prior to Lender’s exercise of control; provided all funds in or transferred into such account on or after the effectiveness of this Agreement shall be subject to the security interest granted Lender and/or a collateral account designated by Lender that is maintained under this Agreement. Notwithstanding anything in this Agreement or any other Debt Document to the contraryits sole dominion and control, in no event shall Borrower be required to deliver a control agreement over (i) any payroll and payroll taxes account, workers’ compensation account or other employee wage or benefit payment account the proceeds of which are used solely to fund such purposes and (ii) any other deposit account or investment accounts, so long as no Event of Default has occurred and is continuing, at any time when Lender is the aggregate amount ‟Controlling Agent” under and as defined in the Xxxxx Fargo Blocked Account Agreement, Lender shall transfer the funds on deposit in (or credited to) all such accounts excluded pursuant to this clause (ii) does not exceed $100,000 at account as may be requested by any timeLoan Party.”