Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, so long as the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or 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 Bank by Borrower as such.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank’s affiliates which accounts, which accounts prior to a Qualifying Initial Public Offering, shall represent at least eighty-sixty five percent (8565%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions and at all times after a Qualifying Initial Public Offering shall represent at least fifty percent (50%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, so long as the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of the previous sentence shall not apply to the Foreign Accounts or deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

Operating Accounts. (a) Maintain its primary and all of its Subsidiaries’ primary domestic operating and other domestic deposit accounts and securities accounts with Bank and Bank’s Affiliates. In addition, which accounts Borrower shall represent at least eighty-five percent (85%) conduct all of its foreign exchange transactions and letter of credit transactions, if any, through Bank. Notwithstanding the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. foregoing, during the Transition Period, Borrower and its Subsidiaries may maintain cash accounts with HSBC Bank USA, N.A. in accounts outside of Bank, so long as the an aggregate amount of cash in such accounts does not at any time to exceed Two Million Five Hundred Fifty Thousand Dollars ($2,500,000250,000.00) at any time (the “Foreign Permitted Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s AffiliatesAffiliates and Collateral Accounts with HSBC Bank in existence as of the Effective Date. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Foreign Accounts Permitted Accounts, or (ii) 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 Bank by Borrower as such.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Subsidiaries operating and other deposit accounts and securities accounts with Bank and Bank, which ’s Affiliates; provided that Borrower shall be permitted to transition its existing accounts shall represent maintained at least eighty-five percent financial institutions other than Bank and Bank’s Affiliates (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank“Existing Accounts”), so long as such Existing Accounts are closed on or before the aggregate amount date that is sixty (60) days after the Effective Date, with all proceeds of cash in such accounts does not Existing Accounts transferred to an account of Borrower maintained at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”)Bank. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains (other than the Existing Accounts), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or 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 Bank by Borrower as such.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and/or Bank’s Affiliates, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all provided that Borrower may maintain Collateral Accounts with other financial institutions. Borrower , including ▇▇▇▇▇ Fargo and its Subsidiaries may maintain cash in accounts outside of BankJPMorgan, so long as the aggregate amount of cash (i) Borrower is at all times in compliance with Section 6.6(b) with respect to such accounts does not Collateral Accounts, and (ii) Borrower at any time exceed Two all times maintains at least Fifteen Million Five Hundred Thousand Dollars ($2,500,00015,000,000) (the “Foreign Accounts”)in unrestricted cash and Cash Equivalents with Bank and/or Bank’s Affiliates. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary depository, operating and other deposit accounts and securities securities/investment accounts with Bank and/or Bank, which accounts shall represent at least eighty-five percent (85%) ’s Affiliates with the exception of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, so long as the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Offshore Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account not located at Bank and/or Bank’s Affiliates (other than (i) Offshore Accounts and (ii) the Permitted Accounts, provided such Permitted Accounts shall be closed and all balances maintained in such Permitted Accounts transferred to accounts in the name of Borrower maintained with Bank and/or Bank’s Affiliates no later than January 31, 2015) that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or 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 Bank by Borrower as such.”

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary ' depository, operating, and securities accounts with Bank and Bank's affiliates, with the exception of accounts maintained with PNC Bank, Royal Bank of Scotland, and Barclays Bank, provided that the maximum aggregate balance of such accounts does not exceed Seventy-Five Thousand Dollars ($75,000.00) at any time (the "Permitted Accounts"). Any Guarantor shall maintain all depository, operating and other deposit accounts and securities accounts with Bank, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, so long as the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”)or SVB Securities. (b) Provide With the exception of the Permitted Accounts, provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s its Affiliates. For In addition, with the exception of the Permitted Accounts for each Collateral Account that Borrower or Guarantor at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s 's Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of the previous sentence shall not apply to the Foreign Accounts or deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower’s 's employees and identified to Bank by Borrower as such.

Operating Accounts. (a) Maintain all of its primary and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates. Notwithstanding anything to the contrary, which Borrower shall be permitted to maintain its accounts shall represent at least eighty-five percent (85%) with J▇ ▇▇▇▇▇▇ C▇▇▇▇ as disclosed on the Perfection Certificate delivered to Bank as of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, Effective Date (the “Chase Accounts”) so long as the aggregate amount of cash balance in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000500,000) (the “Foreign Accounts”)at any time. (b) Provide In addition to and without limiting the restrictions in (a), Borrower shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

Operating Accounts. (a) Maintain its primary and its Domestic Subsidiaries’ primary depository, operating accounts and other deposit securities accounts with Bank and Bank’s affiliates with all excess funds maintained at or invested through Bank or an affiliate of Bank. Any Guarantor shall maintain all depository, operating and securities accounts with Bank, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside or with an Affiliate of Bank, so long provided, however, KPN International Network Services, Inc. shall have three (3) months from the Effective Date to close, transfer or provide a Control Agreement satisfactory to Bank with respect to any of its accounts that are not maintained with Bank as of the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”)Effective Date. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of the previous sentence shall not apply to the Foreign Accounts or deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

Operating Accounts. (a) Maintain all of its primary and its Domestic Subsidiaries’ primary banking relationship, including all of its and its Domestic Subsidiaries’ operating and other deposit accounts accounts, primary securities accounts, and securities banking services (including without limitation, foreign exchange activity, letters of credit, and investment management) with Bank and Bank’s Affiliates. Borrower shall close all of its Collateral Accounts at First Republic Bank within one hundred twenty (120) days after the Effective Date. For the avoidance of doubt, nothing in the section 6.8 shall require Borrower to close its accounts with Bank, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, so long as the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”)▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or 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 Bank by Borrower as such.

Operating Accounts. (a) Maintain Within ninety (90) days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ primary operating and other deposit accounts operating, depository, and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in operating, depository, and securities accounts outside of at or with other financial institutions other than Bank or Bank, so long as ’s Affiliates provided that the maximum aggregate amount of cash balance in such accounts does not at any time exceed Two Million Five Hundred Fifty Thousand Dollars ($2,500,00050,000.00) (the “Foreign Permitted Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Foreign Accounts or Permitted Accounts, and (ii) deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.