The Buyer shall deliver, on behalf of the Sellers and the Company, an amount equal to the Excluded Liabilities to the holders of such Excluded Liabilities, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative.

“Excluded Account” means # any payroll account so long as such payroll account is a zero balance account, # deposit or securities accounts, amounts on deposit or value of the securities held in which, on an individual account basis, do not exceed $100,000 in the aggregate at any one time; provided that deposit accounts and securities accounts may only be treated as Excluded Accounts pursuant to this clause (b) so long as the amount on deposit or value of the securities held in all such accounts on an aggregate combined basis does not exceed $500,000 at any one time, # withholding tax and fiduciary accounts, # any collection account, reserve account or other similar account established and solely utilized in accordance with any Permitted Securitization Indebtedness or Permitted Warehouse Indebtedness, # all deposit accounts primarily used for payment of payroll, taxes or employee benefits and # mortgage servicing accounts maintained by the Borrower as servicer or special servicer on behalf of a third-party, so long as such mortgage servicing accounts are used solely for servicing purposes.

Accounts with respect to an Account Debtor whose Eligible Accounts owing to Loan Parties exceed 10% of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

#Sections 7.12 and 7.14 or any Loan Document need not be satisfied with respect to any Excluded Assets. In addition, the Collateral and Guarantee requirement and the provisions of the Loan Documents shall not require any account control agreements, lockbox arrangements or the taking of any other actions to perfect by control any security interest in any deposit accounts, securities accounts or commodities accounts.

for any period during which there are any Excluded Entities, simultaneously with the delivery of each set of consolidated financial statements referred to in [Sections 5.01(a) and 5.01(b)] above, reasonable supplemental financial information reflecting adjustments necessary to eliminate the accounts of the Excluded Entities (if any) from such consolidated financial statements (which may be in footnote form);

Customer Actions excluded from Scope. The Parties acknowledge that the tasks enumerated below in this [Article 4.0] fall outside the scope of the Work under this Contract and therefore are not required to be performed by the Contractor but shall be performed or arranged for by the Customer at its sole discretion:

“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.

Borrowers’ Loan Accounts. Administrative Agent shall maintain one or more loan account(s) on its books in which shall be recorded # all Loans, Letter of Credit Accommodations and other Obligations and the Collateral, # all payments made by or on behalf of any Borrower or Guarantor and # all other appropriate debits and credits as provided in this Agreement, including fees, charges, costs, expenses and interest. All entries in the loan account(s) shall be made in accordance with Administrative Agent’s customary practices as in effect from time to time.

Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on [Schedule 8.10] to the Information Certificate and subject to [Section 5.2(d)] hereof such other banks as such Borrower or Guarantor may hereafter select. The banks set forth on [Schedule 8.10] to the Information Certificate constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Effective Date

Accounts; Deposit & Withdrawal. Except with respect to Government Receivables and the Provider Lockbox Account (both as defined below), to open, close, continue and control accounts and deposits at financial institutions (which includes, without limitation, any and all banks) and deposit in and withdraw from and write checks on such accounts and deposits, and, in general, exercise all powers with respect to financial institution transactions which Provider could engage in.