Common use of Depository Relationship Clause in Contracts

Depository Relationship. Within 30 days following the Closing Date (the "Interim Treasury Period"), establish and, at all times thereafter, maintain all of its cash management, collection, and operating accounts with Lender (other than (i) petty cash accounts with a balance of not more than $1▇,▇▇▇ in the aggregate at any time, (ii) the BoK Collateral Account, so long as the balance therein at any time does not exceed two months of regularly scheduled principal and interest payments under the BoK Facility, and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant to the terms of the BoK Facility and the BoK Subordination Agreement from time to time (and with such frequency as Lender may request from time to time), (iii) local operating accounts with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) at any time, so long as such cash is securely stored in a manner consistent with the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to Lender (a "Control Agreement") with each Controlled Account Bank with respect to each Controlled Account at such Controlled Account Bank, other than the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will provide that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a deposit account as directed by Lender. The Loan Parties shall further ensure that all of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described in the foregoing clause (iv) of this Section 4.10.

Depository Relationship. Within 30 days following At all times during the Closing Date term of the Loan, the Borrower shall maintain with Lender (the "Interim Treasury Period"i) its primary depository account(s), establish andincluding its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened, and the Treasury Management Services established prior to closing or funding of the Loan. In addition, at all times thereafterduring the term of the Loan, Borrower shall maintain all of its cash management, collection, and operating accounts a minimum deposit ledger balance with Lender (other than in an amount equal to the lesser of (i) petty cash accounts with a balance of not more than $1▇,▇▇▇ in the aggregate at any time655,479.00, or (ii) fifteen percent (15%) of the BoK Collateral Accountoutstanding principal balance of the Loan (based on the principal balance in effect as of the end of each applicable quarter) (the “Minimum Deposit Relationship”), so long as to be tested and applied on a quarterly basis. Failure to maintain the balance therein at Minimum Deposit Relationship will result in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”), which Deficiency Fee shall be charged automatically without any time does notice to Borrower. The Deficiency Fee shall not exceed two months of regularly scheduled principal and be deemed to be or constitute additional interest payments under the BoK FacilityLoan, as it relates specifically and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant directly to the terms required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) exercise its rights of setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with (a) accounts maintained with Lender by any guarantor of the BoK Facility Loan, and/or Borrower’s affiliates and shareholders, or (b) any accounts owned or controlled by the BoK Subordination Agreement from time to time Borrower, any guarantor of the Loan, and/or Borrower’s affiliates and shareholders (and with collectively, the “Related Accounts”). To the extent such frequency as Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may request from time to time), (iii) local operating accounts exercise its right of setoff against any such Related Accounts along with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) at any time, so long as such cash is securely stored in a manner consistent with the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to Lender (a "Control Agreement") with each Controlled Account Bank with respect to each Controlled Account at such Controlled Account Bank, other than the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will provide that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a deposit account as directed by Lender. The Loan Parties shall further ensure that all of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described in the foregoing clause (iv) of this Section 4.10Borrower accounts.

Depository Relationship. Within 30 days following the Closing Date (the "Interim Treasury Period"), establish and, at At all times thereafterduring the term of the Loan, the Borrower shall maintain all of its cash management, collection, and operating accounts with Lender (i) its primary depository account(s), including its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other than electronic banking services. In addition, (i) petty cash accounts as of October 24, 2023, Borrower shall have a deposit ledger balance with a balance Lender of not more less than $1▇,▇▇▇ in the aggregate at any time, 3,000,000 and (ii) commencing with the BoK Collateral Accountmonth ending November 30, so long 2023 the Borrower shall maintain a minimum average daily deposit ledger balance with the Lender together with funds in all other Related Accounts (as defined below) in an amount equal to or greater than $3,000,000 as of the balance therein end of each month (the “Minimum Deposit Relationship”), to be tested on a monthly basis in accordance with Section 7(a)(ii). The Minimum Deposit Relationship may be satisfied by reference to the aggregate funds on deposit at any given time does not exceed two months in all accounts of regularly scheduled principal and interest payments under the BoK Facility, and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant to the terms of the BoK Facility and the BoK Subordination Agreement from time to time (and with such frequency as Lender may request from time to time), (iii) local operating accounts with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in maintained with Lender plus the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) funds on deposit at any time, so long as such cash is securely stored given time in a manner consistent with all accounts of the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable maintained with any other bank or financial institution that are subject to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to (or similar agreement) in favor of Lender (a "Control Agreement") collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may exercise its right of setoff against any such Related Accounts. Notwithstanding the foregoing, if the Minimum Deposit Relationship is not satisfied in accordance with each Controlled Account Bank the foregoing for any test date with respect to each Controlled Account at any month ending on or prior to March 31, 2024, Borrower shall have until April 30, 2024 (or such Controlled Account Bank, other than the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred longer period as Lender may agree in writing (including by e-mail)) to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will obtain or provide additional funds such that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a aggregate deposit account as directed by Lender. The Loan Parties shall further ensure that all ledger balance of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described with the Lender together with funds in all other Related Accounts equals or exceeds $3,000,000 (or such greater amount agreed to by the foregoing clause Lender and the Borrower pursuant to Section 4(j)(ii)) (ivthe “Liquidity Cure”) and if Borrower completes such Liquidity Cure no default or Event of this Section 4.10Default shall have occurred hereunder with respect to such failure to satisfy the Minimum Deposit Relationship.”

Depository Relationship. Within 30 days following At all times during the Closing Date term of the Loan, the Borrower shall maintain with Lender (the "Interim Treasury Period"i) its primary depository account(s), establish andincluding its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened, and the Treasury Management Services established prior to closing or funding of the Loan. In addition, at all times thereafterduring the term of the Loan, Borrower shall maintain all of its cash management, collection, and operating accounts a minimum deposit ledger balance with Lender (other than in an amount equal to the lesser of (i) petty cash accounts with a balance of not more than $1▇,▇▇▇ in the aggregate at any time477,135.00, or (ii) fifteen percent (15%) of the BoK Collateral Accountoutstanding principal balance of the Loan (based on the principal balance in effect as of the end of each applicable quarter) (the “Minimum Deposit Relationship”), so long as to be tested and applied on a quarterly basis. Failure to maintain the balance therein at Minimum Deposit Relationship will result in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”), which Deficiency Fee shall be charged automatically without any time does notice to Borrower. The Deficiency Fee shall not exceed two months of regularly scheduled principal and be deemed to be or constitute additional interest payments under the BoK FacilityLoan, as it relates specifically and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant directly to the terms required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) exercise its rights of setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee without the requirement of notice, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with (a) accounts maintained with Lender by any guarantor of the BoK Facility Loan, and/or Borrower’s affiliates and shareholders, or (b) any accounts owned or controlled by the BoK Subordination Agreement from time to time Borrower, any guarantor of the Loan, and/or Borrower’s affiliates and shareholders (and with collectively, the “Related Accounts”). To the extent such frequency as Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may request from time to time), (iii) local operating accounts exercise its right of setoff against any such Related Accounts along with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) at any time, so long as such cash is securely stored in a manner consistent with the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to Lender (a "Control Agreement") with each Controlled Account Bank with respect to each Controlled Account at such Controlled Account Bank, other than the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will provide that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a deposit account as directed by Lender. The Loan Parties shall further ensure that all of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described in the foregoing clause (iv) of this Section 4.10Borrower accounts.

Depository Relationship. Within 30 days following At all times during the Closing Date term of the Loan, the Borrower shall maintain with Lender (the "Interim Treasury Period"i) its primary depository account(s), establish andincluding its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened and the Treasury Management Services established prior to closing or funding of the Loan. In addition, at all times thereafterduring the term of the Loan, Borrower shall maintain all of its cash management, collection, and operating accounts a minimum deposit ledger balance with Lender (other than in an amount equal to the lesser of (i) petty cash accounts with a balance of not more than $1▇,▇▇▇ in the aggregate at any time, 3,000,000.00 or (ii) fifteen percent (15%) of the BoK Collateral Accountoutstanding principal balance of the Loan (based on the principal balance in effect as of the end of each applicable quarter) (the “Minimum Deposit Relationship”), so long as to be tested and applied on a quarterly basis. Failure to maintain the balance therein at Minimum Deposit Relationship will result in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”), which Deficiency Fee shall be charged automatically without any time does notice to Borrower. The Deficiency Fee shall not exceed two months of regularly scheduled principal and be deemed to be or constitute additional interest payments under the BoK FacilityLoan, as it relates specifically and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant directly to the terms required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee without the requirement of notice, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with accounts maintained with Lender by Guarantor or any accounts owned or controlled by the Borrower or Guarantor (collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the BoK Facility and the BoK Subordination Agreement from time to time (and with such frequency as Minimum Deposit Relationship, Lender may request from time to time), (iii) local operating accounts exercise its right of setoff against any such Related Accounts along with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) at any time, so long as such cash is securely stored in a manner consistent with the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to Lender (a "Control Agreement") with each Controlled Account Bank with respect to each Controlled Account at such Controlled Account Bank, other than the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will provide that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a deposit account as directed by Lender. The Loan Parties shall further ensure that all of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described in the foregoing clause (iv) of this Section 4.10Borrower accounts.

Depository Relationship. Within 30 days following the Closing Date (the "Interim Treasury Period"), establish and, at At all times thereafterduring the term of the Loan, the Borrower shall maintain all of its cash management, collection, and operating accounts with Lender (i) its primary depository account(s), including its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other than electronic banking services. In addition, (i) petty cash accounts as of October 24, 2023, Borrower shall have a deposit ledger balance with a balance Lender of not more less than $1▇,▇▇▇ in the aggregate at any time, 3,000,000 and (ii) commencing with the BoK Collateral Accountmonth ending November 30, so long 2023 the Borrower shall maintain a minimum average daily deposit ledger balance with the Lender together with funds in all other Related Accounts (as defined below) in an amount equal to or greater than $3,000,000 as of the balance therein end of each month (the “Minimum Deposit Relationship”), to be tested on a monthly basis in accordance with Section 7(i)(ii). The Minimum Deposit Relationship may be satisfied by reference to the aggregate funds on deposit at any given time does not exceed two months in all accounts of regularly scheduled principal and interest payments under the BoK Facility, and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant to the terms of the BoK Facility and the BoK Subordination Agreement from time to time (and with such frequency as Lender may request from time to time), (iii) local operating accounts with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in maintained with Lender plus the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) funds on deposit at any time, so long as such cash is securely stored given time in a manner consistent with all accounts of the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable maintained with any other bank or financial institution that are subject to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to (or similar agreement) in favor of Lender (a "Control Agreement"collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may exercise its right of setoff against any such Related Accounts. Notwithstanding the foregoing, if the Minimum Deposit Relationship is not satisfied in accordance with the foregoing for any test date on or prior to March 31, 2024, Borrower shall have until the date that is 14 days following the applicable test date (or such longer period as Lender may agree) to obtain or provide additional funds such that the aggregate deposit ledger balance of the Loan Parties with each Controlled Account Bank the Lender together with funds in all other Related Accounts equals or exceeds $3,000,000 (or such greater amount agreed to by the Lender and the Borrower pursuant to Section 4(j)(ii)) (the “Liquidity Cure”) and if Borrower completes such Liquidity Cure no default or Event of Default shall have occurred hereunder with respect to each Controlled Account at such Controlled Account Bank, other than failure to satisfy the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will provide that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a Minimum deposit account as directed by Lender. The Loan Parties shall further ensure that all of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described in the foregoing clause (iv) of this Section 4.10Relationship.”