“Excluded Accounts” means deposit or securities accounts # established (or otherwise maintained) (including deposit accounts that are that are zero balance accounts) by the Loan Parties that do not have cash balances at any time exceeding $5,000,000 in the aggregate for all such accounts, # solely containing cash allocated as proceeds of the sale of Term Priority Collateral (as such term is defined in the Intercreditor Agreement), # payroll, trust and tax withholding accounts, # used by the Loan Parties exclusively for disbursements and payments in the ordinary course of business, or # that are located outside of the United States.

“Excluded Accounts” means # each Deposit Account or Securities Account of any Loan Party that is used solely # to pay payroll, employee wage and benefit payments, payroll taxes or other taxes, # for escrow or trust purposes, # for royalty suspense amounts or other third party funds, or # as a zero balance account and # other Deposit Accounts and Securities Accounts so long as the aggregate average daily balance in which (in each case determined for the most recently completed calendar month) does not at any time exceed $1,000,000 individually or $5,000,000 in the aggregate for all such Deposit Accounts and Securities Accounts referred to in this clause (b).