Common use of Account Control Agreements Clause in Contracts

Account Control Agreements. Debtor shall at all times maintain all Cash Equivalents owned by Debtor on deposit in a Deposit Account or accounts holding securities in Debtor’s name at the institutions identified in Section 2(u) or at one or more other institutions disclosed to Secured Party (a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Secured Party (the terms of which shall be acceptable to Secured 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 Secured Party is to receive a copy of the account statements delivered to Debtor. With respect to each such Deposit Account, Debtor, Secured Party, and each Third Party Institution with which a Deposit Account is maintained, shall enter into a written agreement, granting Secured Party control of the Deposit Account and providing that the Third Party Institution will comply with instructions originated by the Secured Party directing disposition of the funds in the Deposit Account without further consent by Debtor. Such account control agreement may in accordance with the provisions thereof provide terms under which Debtor may remove funds from the Deposit Account prior to Secured Party’s exercise of control; provided all funds in or transferred into the Deposit Account on or after the effectiveness of this Agreement shall be subject to the security interest granted under this Agreement. Notwithstanding the foregoing, an account control agreement shall not be required 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 time after December 21, 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 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 (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 SVB Security Agreement remains in effect.

Account Control Agreements. Debtor Borrower shall at all times maintain all Cash Equivalents owned by Debtor Borrower on deposit in a Deposit Account or securities accounts holding securities in DebtorBorrower’s name at with the institutions identified in Section 2(u) or at one or more other institutions disclosed to Secured Party Lender (each, a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Secured Party Lender (the terms of which shall be reasonably acceptable to Secured PartyLender). 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 Secured Party that, upon request, Lender is to receive a copy of the account statements delivered to DebtorBorrower. With respect to each such Deposit Accountaccount, DebtorBorrower, Secured PartyLender, and each Third Party Institution with which a Deposit Account is maintained, shall enter into a written agreement, granting Secured Party Lender control of the Deposit Account such account and providing that the Third Party Institution will comply with instructions originated by the Secured Party Lender directing disposition of the funds in the Deposit Account such account without further consent by DebtorBorrower. Such account control agreement may in accordance with the provisions thereof provide terms under which Debtor Borrower may remove funds from the Deposit Account such account prior to Secured PartyLender’s exercise of control; provided all funds in or transferred into the Deposit Account 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 foregoingcontrary, an account in no event shall Borrower be required to deliver a control agreement shall not be required for Debtor’s accounts maintained with Xxxxxx Xxxxxxx so long as all of the following apply: over (i) all any payroll and payroll taxes account, workers’ compensation account or other employee wage or benefit payment account the proceeds of Debtor’s accounts at Xxxxxx Xxxxxxx do not exceed in the aggregate at any time after December 21, 2005, Two Million Five Hundred Thousand Dollars ($2,500,000), which are used solely to fund such purposes and (ii) Debtor provides evidence to Secured Party reasonably satisfactory to Secured Party on any other deposit account or before May 1investment accounts, 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 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 (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 SVB Security Agreement remains aggregate amount on deposit in effect(or credited to) all such accounts excluded pursuant to this clause (ii) does not exceed $100,000 at any time.

Account Control Agreements. Debtor shall at all times after the first 60 days following the date of this Amendment maintain all Cash Equivalents owned by Debtor on deposit in a Deposit Account or accounts holding securities in Debtor’s name Accounts at the institutions identified in Section 2(u) or at one or more other institutions disclosed to Secured Party a third party institution (a “Third Party Institution”) and which accounts are covered by an account control agreement in favor of Secured Party (the terms of which shall be reasonably acceptable to Secured 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 Secured Party is to receive a copy of monthly account statements, evidencing that the account statements delivered to DebtorCash Equivalents are maintained in the related account. With respect to each such Deposit Account, Debtor, Secured Party, and each Third Party Institution with which a Deposit Account is maintained, shall enter into a written agreement, granting Secured Party party control of the Deposit Account and providing that the Third Party Institution will comply with instructions originated by the Secured Party directing disposition of the funds in the Deposit Account without further consent by Debtor. Such account control agreement may in accordance with the provisions thereof provide terms under which Debtor may remove funds from the Deposit Account prior to Secured Party’s exercise of controlAccount; provided all funds in or transferred into the Deposit Account on or after the effectiveness of this Agreement shall be subject to the security interest granted under this Agreement. Notwithstanding (t) Instructions for the foregoingprimary operating account are as follows: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, an XX 00000 ABA No.: 000000000 Account No.: 3300323007 Account Name: Operating Account Debtor hereby agrees that Loans will be advanced to the account control agreement shall not specified above and regularly scheduled payments will be required for Debtor’s accounts maintained with Xxxxxx Xxxxxxx so long as all of automatically debited from the same account. In addition to the primary operating account identified hereinabove, Debtor maintains the following apply: (i) all of Debtor’s accounts at Xxxxxx Xxxxxxx do not exceed in the aggregate at any time after December 21, 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 other deposit 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 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 (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 SVB Security Agreement remains in effect.investment accounts:

Account Control Agreements. Debtor shall at all times maintain all Cash Equivalents owned by Debtor 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 accounts holding securities supplemented from time to time, the “Xxxxx Fargo Blocked Account Agreement”), by and among Xxxxx Fargo Bank, National Association, as first lien agent, Xxxxxx Products, Inc., Lender, as second lien agent, and Xxxxx Fargo Bank, National Association, as the bank, notwithstanding anything to the contrary set forth in Debtor’s name the Xxxxx Fargo Blocked Account Agreement, (i) Lender shall have the right, at the institutions identified Lender’s election in Section 2(u) or at one or more other institutions disclosed its sole discretion, only upon the occurrence and during the continuance of an Event of Default, to Secured Party (transfer the funds on deposit in such account to the Lender and/or a “Third Party Institution”) collateral account designated by Lender that is maintained under its sole dominion and which accounts are covered by an account control agreement in favor of Secured Party (the terms of which shall be acceptable to Secured 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 Secured Party is to receive a copy of the account statements delivered to Debtor. With respect to each such Deposit Account, Debtor, Secured Partycontrol, and each Third Party Institution with which a Deposit Account is maintained, shall enter into a written agreement, granting Secured Party control of the Deposit Account and providing that the Third Party Institution will comply with instructions originated by the Secured Party directing disposition of the funds in the Deposit Account without further consent by Debtor. Such account control agreement may in accordance with the provisions thereof provide terms under which Debtor may remove funds from the Deposit Account prior to Secured Party’s exercise of control; provided all funds in or transferred into the Deposit Account on or after the effectiveness of this Agreement shall be subject to the security interest granted under this Agreement. Notwithstanding the foregoing, an account control agreement shall not be required for Debtor’s accounts maintained with Xxxxxx Xxxxxxx (ii) so long as all no Event of the following apply: (i) all of Debtor’s accounts at Xxxxxx Xxxxxxx do not exceed in the aggregate at any time after December 21, 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 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 Default has occurred and is continuing, (i) it will not send a notice of exclusive control or at any similar notice to time when Lender is the ‟Controlling Agent” under and as defined in the Xxxxx Fargo Blocked Account Agreement, Lender shall transfer the funds on deposit in such account as may be requested by any depository bank or any securities intermediary with respect to any Deposit Account or account holding securities of Debtor or (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 SVB Security Agreement remains in effectLoan Party.”