Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “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) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment.

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty percent (ii50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)at all financial institutions. (b) Provide Bank Borrower shall provide Collateral Agent five (5) days days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of BankCollateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Bank Collateral Agent by Borrower as such in the Perfection Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentb).

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank. Notwithstanding ’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the foregoing90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) one establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (1ii) account transfer a majority of its cash to accounts held with PayPalBank and Bank’s Affiliates on or before the Effective Date, provided that Borrower shall immediately and (iii) transfer any and all funds maintained in or deposited into such account into an account of Borrower amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesAffiliates promptly, provided that but no later than 90 days after the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)Effective Date. (b) Provide Bank five (5) days 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) 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 and such, (ii) bank accounts maintained outside of the Permitted Accounts. In additionUnited States, or (iii) bank accounts set forth on the Borrower shall have until Perfection Certificate for a period of 90 days beginning on the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentEffective Date.

Operating Accounts. In the case of any Credit Party, promptly following the establishment of any new Collateral Account (a) Maintain its primary operating and but prior to the movement of any cash or other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesCollateral Account), provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or other depository or financial institution located in the United States, subject such account to a Control Agreement or other than Bank or Bank’s Affiliatesappropriate instrument that is reasonably acceptable to the Collateral Agent. For each Collateral Account that Borrower each Credit Party at any time maintainsmaintains in the United States, Borrower such Credit Party shall cause the applicable bank or other depository or financial institution (other than Bank) located in the United States or Israel at or with which any Collateral Account is maintained to execute and deliver deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bankthe Collateral Agent’s Lien Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bankthe Collateral Agent. The provisions of the previous sentence two (2) sentences shall not apply to (i1) deposit accounts exclusively used for payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrowerany Credit Party’s employees and identified employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to Bank by Borrower as the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (ii7) any other accounts designated as an Excluded Account by a Responsible Officer of Borrower or Parent in writing delivered to the Permitted Accounts. In additionCollateral Agent, the Borrower cash balance of which such accounts do not exceed $5,000,000 in the aggregate at any time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the closing date of a Permitted any Acquisition or Permitted other Investment to comply with the provisions of this Section 6.8 5.5 with regard regards to accounts Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired by Borrower in connection with such Permitted Acquisition or Permitted other Investment.

Operating Accounts. (a) Maintain Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts), which are maintained within the United States (including without limitation such accounts which are maintained with United States branches of foreign institutions), with Bank and securities accounts with Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to maintain receive deposits of payment items sent to Borrower’s pre-existing lockbox, provided that (i) one (1) account with PayPalNational City Bank and Borrower shall, provided within 30 days after the Effective Date, agree in writing that Borrower shall immediately transfer any and all funds maintained the proceeds in or deposited into such account into an account of Borrower maintained shall be swept to Bank two times per week and provide Bank with Bank a Control Agreement to perfect Bank’s Lien against such account, and (ii) accounts outside Borrower shall still be required to comply with the terms of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00Section 6.3(c) (collectively, the “Permitted Accounts”)hereof. (b) Provide Without limitation on subsection “a” above, (i) 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 , and (ii) for each Collateral Account that Borrower at any time maintainsmaintains within the United States (including without limitation any such account which is maintained with a United States branch of a foreign institution), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such 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 “ii” of the previous sentence shall (x) not apply to (i) 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 such, (y) not apply to accounts which are being moved to Bank or Bank’s Affiliates within the 60 day period provided for in Section 6.8(a) above, and (iiz) shall be subject to the Permitted Accounts. In addition, terms of Section 6.8(a) above with respect to account number 0985930850 at National City Bank.” and inserting in lieu thereof the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment.following:

Operating Accounts. (a) Maintain Within thirty (30) days after the Effective Date (the “Transition Period”), maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to Australian Subsidiary and UK Subsidiary may maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of the United States with financial institutions other than Bank and Bank’s Affiliates, provided that the maximum aggregate balance maintained in all such accounts does not, in aggregate, shall not exceed One Million Hundred Fifty Thousand Dollars ($1,000,000.00150,000.00) (collectively, the “Permitted Accounts”)at any time. (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) during the Transition Period or (ii) to 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 such. (c) Notwithstanding anything to the contrary contained herein, and (ii) without limiting any of the Permitted Accounts. In additionforegoing, immediately upon the occurrence of the Cash Collateralization Event and at all times thereafter, Borrower shall at all times have until on deposit as cash collateral in a segregated money market bank account in the name of Borrower and maintained with Bank, cash in an amount equal to the aggregate amount of all outstanding Obligations of Borrower to Bank determined by Bank as of the date that is ninety the Cash Collateralization Event occurs (90) days following the closing date and such cash collateral amount shall decrease as and when such Obligations are repaid). Bank may restrict withdrawals or transfers by or on behalf of a Permitted Acquisition or Permitted Investment to comply with the provisions Borrower that would violate this Section, regardless of this Section 6.8 with regard to accounts acquired by Borrower in connection with whether an Event of Default exists at such Permitted Acquisition or Permitted Investmenttime.

Operating Accounts. (a) Maintain Except as permitted by Section 6.6(b), maintain all of Borrower’s and its primary operating Subsidiaries’ (other than Australian Subsidiary) Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and each Lender, respectively; provided, however, that Borrower and its Subsidiaries (other than Australian Subsidiary) may maintain deposit accounts at Pacific Western Bank, which are existing on the Effective Date and securities accounts with Bank. Notwithstanding disclosed on the foregoingPerfection Certificate (the “PWB Accounts”), Borrower shall be permitted to maintain so long as, (i) one Borrower and its Subsidiaries maintain no more than (1A) account with PayPalfor a period of thirty (30) consecutive days following the Effective Date, provided Two-Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in all such accounts, and (B) for the period commencing on the thirty-first (31st) day and continuing through the ninetieth (90th) day after the Effective date, Seventy-Five Thousand Dollars ($75,000.00) in the aggregate in all such accounts for more than three (3) consecutive Business Days, and any amounts in excess thereof shall be transferred within three (3) Business Days to a Collateral Account that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank is subject to a Control Agreement, and (ii) accounts outside all PWB Accounts (A) are closed within ninety (90) days after the Effective Date, or (B) subject to clause (k) of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)Liens. (b) Provide Bank Collateral Agent and each Lender 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 BankCollateral Agent’s and each Lender’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without other than pursuant to the prior written consent of Bankterms therein. The provisions of the previous sentence shall not apply to (i) 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 Collateral Agent and the Lenders by Borrower as such and such, (ii) the Collateral Accounts subject to clause (k) of Permitted Accounts. In additionLiens, and (iii) subject to compliance with Section 6.6(a), the Borrower shall have until the date that is PWB Deposit Accounts. (c) Within ninety (90) days following after the closing date Effective Date, Borrower shall conduct its other primary banking with Bank, including obtaining letters of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentcredit and any business credit cards exclusively from Bank.

Operating Accounts. (a) Maintain Within thirty (30) days of the Effective Date, maintain its and its Subsidiaries’ primary operating and other deposit depository accounts with Bank. In addition, Borrower and its Subsidiaries shall maintain their cash and securities with Bank and/or SVB Securities in excess of that amount used use Borrower’s and such Subsidiaries’ current operations in an amount equal to the lesser of (i) seventy-five percent (75.0%) of the amount of such excess cash and securities, and (ii) Thirty-Five Million Dollars ($35,000,000.00). Any Guarantor that is an Affiliate of Borrower shall maintain seventy-five percent (75.0%) of its funds in depository, operating and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in Bank or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)SVB Securities. (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 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 Lien in such Collateral Account in accordance with the terms hereunder 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) 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 and such. (iic) Notwithstanding Section 6.6(b) above to the Permitted Accounts. In additioncontrary, the Borrower shall have until the date that is ninety deliver to Bank, within thirty (9030) days following of the closing date Effective Date, a fully-executed Control Agreement with respect to each of a Permitted Acquisition or Permitted Investment Borrower’s accounts with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in form and substance acceptable to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower Bank in connection with such Permitted Acquisition or Permitted Investmentits sole and absolute discretion.

Operating Accounts. (a) Maintain all of Borrower’s and its primary operating and other deposit Subsidiaries’ Collateral Accounts in accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be which are subject to a Control Agreement in favor of Collateral Agent; except as permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”under Section 6.6(b). (b) Provide Bank Borrower shall provide Collateral Agent five (5) days days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s Affiliatesthe institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. For In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder concurrently with the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of BankCollateral Agent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for cash collateral for Permitted Liens under clause (n) of the definition thereto, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, any of its Subsidiaries’, employees and identified to Bank Collateral Agent by Borrower as such in the Perfection Certificates, or holding subleasee deposits. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentb).

Operating Accounts. (a) Maintain all of its and all of its Subsidiaries’ primary domestic operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates provided such accounts are in Borrower’s name and represent at least ninety-five percent (95%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Notwithstanding the foregoing, (i) Borrower shall be permitted to maintain its existing accounts at Comerica Bank, N.A. (ithe “Comerica Accounts”), so long as such Comerica Accounts are closed within one hundred fifty (150) days after the Effective Date, with all proceeds of such Comerica Accounts transferred to an account of Borrower maintained at Bank, and (ii) Borrower shall be permitted to maintain one (1) account with PayPalBank of America, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and N.A. (ii) accounts outside of Bank and Bank’s Affiliatesthe “Permitted Account”), provided that the maximum aggregate balance maintained in such accounts does not, in aggregate, the Permitted Account shall not exceed One Million Fifty Thousand Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”50,000.00). (b) Provide Bank five (5) days prior 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 Comerica Accounts, until the date that is ninety (90) days after the Effective Date, (ii) the Permitted Account, or (iii) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its primary and all of its Subsidiaries’ (other than the Securities Corp.) operating and other deposit accounts and securities accounts excess cash with Bank. Notwithstanding the foregoingSVB and SVB’s Affiliates; provided, Borrower shall be permitted to maintain however, that (i) one (1) Borrower may maintain its account with PayPal▇▇▇▇▇ Fargo Advisors existing on the Effective Date and disclosed in the Perfection Certificate (the “▇▇▇▇▇ Fargo Account”), provided that so long as the aggregate amount of funds in the ▇▇▇▇▇ Fargo Account does not exceed One Hundred Thousand Dollars ($100,000.00) at any time and (ii) at all times from and after the Effective Date, Borrower (individually and not on a consolidated basis) shall immediately transfer any and at all funds maintained times have on deposit in or deposited into such an operating account into an account in the name of Borrower maintained with Bank SVB, cash in an amount equal to the lesser of (A) one hundred percent (100.0%) of the Dollar value of all of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ cash, in the aggregate at all financial institutions, and (iiB) accounts outside one hundred five percent (105.0%) of Bank and Bank’s Affiliatesthe then-outstanding Obligations of Borrower to the Lenders. SVB may restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(a), provided that the maximum balance maintained in regardless of whether an Event of Default exists at such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)time. (b) In addition to the foregoing, Borrower and any Subsidiary of Borrower shall conduct all of its business credit cards and letters of credit banking exclusively with SVB; provided, however, that Borrower may maintain credit cards with financial institutions other than Bank pursuant to the terms of clause (g) of Permitted Indebtedness. (c) Provide Bank Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates. For In addition, for each Collateral Account account that the Lenders in their sole discretion permit Borrower at any time maintainsto open or maintain (other than accounts at SVB), Borrower shall cause the applicable bank or financial institution (other than BankSVB) at or with which any such Collateral Account is opened or maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankAgent’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bankthe Lenders. The provisions of the previous sentence shall not apply to (i) 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 Agent and the Lenders by Borrower as such and or (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment▇▇▇▇▇ Fargo Account.

Operating Accounts. (a) Maintain its all of their primary domestic operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesAffiliates which accounts shall, provided that within forty-five (45) days from the maximum balance maintained in such Effective Date, represent at least seventy-five percent (75%) of the dollar value of Borrowers’ domestic operating and other deposit accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)at all financial institutions. This Section shall not apply to Borrowers’ investment accounts. (b) Provide Bank five (5) days 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 domestic Deposit Account that of a Borrower containing, at any time maintainstime, a balance of Fifty Thousand Dollars ($50,000) or more, and for each domestic Securities Account, such Borrower shall cause cause, within forty-five (45) days after the Effective Date (or the later establishment of such Collateral Account), the applicable bank or financial institution (other than Bank) at or with which any such 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 may not be terminated without the prior written consent of Bank. Borrowers shall not be permitted to transfer any of the proceeds of the Credit Extensions to any Collateral Account for which Bank has not received a Control Agreement except with respect to Permitted Investments. The provisions of the previous sentence in this Section 6.6(b) shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Borrower’s employees and identified to Bank by such Borrower as such such. Bank agrees not to place a “hold” or deliver a notice of exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of any Collateral unless an Event of Default has occurred and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentcontinuing hereunder.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts and securities accounts with Bank and Bank. Notwithstanding the foregoing’s Affiliates; provided, that Borrower shall be permitted to maintain (i) one (1) account its existing accounts with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of financial institutions other than Bank and Bank’s Affiliates, provided that (the “Existing Accounts”), so long as (X) such Existing Accounts are subject to Control Agreements in favor of Bank and in form and substance reasonably acceptable to Bank, subject to Section 6.12(c); and (Y) the maximum aggregate daily balance maintained in such accounts Existing Accounts does not, in aggregate, not at any time exceed One the lesser of (i) Five Million Dollars ($1,000,000.005,000,000.00); and (ii) twenty percent (collectively20%) of Borrower total cash; provided, further, that Borrower shall be permitted to maintain, and the foregoing requirement shall not apply to, (i) the Excluded Accounts (as hereinafter defined), and/or (ii) one or more ▇▇▇▇▇ cash accounts (the “Permitted ▇▇▇▇▇ Cash Accounts”), so long as the maximum aggregate daily balance in all such ▇▇▇▇▇ Cash Accounts does not at any time exceed Fifty Thousand Dollars ($50,000.00). (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 Subject to Section 6.12(c), for each Collateral Account that Borrower at any time maintainsmaintains (including, without limitation, 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 (i) the ▇▇▇▇▇ Cash Accounts; (ii) deposit accounts exclusively used for Borrower’s credit cards; and (iii) 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 and (ii) such accounts being the Permitted “Excluded Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment”).

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ and Parent’s operating and other deposit accounts with Bank; provided, however, the Parent may maintain an account with ▇▇▇▇▇ Fargo so long as the aggregate amount of funds in such account does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) at any time. In addition, Borrower, and all Borrower’s Subsidiaries and Borrower’s Parent, shall maintain Borrower’s and such Subsidiaries’ and Parent’s securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in Bank or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that Bank or Bank’s Affiliate is offering terms competitive (equal or better rates and terms) with similar investment vehicles for Borrower’s Permitted Investments. Subject to the maximum balance maintained in such immediately preceding sentence, any Guarantor shall maintain all depository, operating and securities accounts does notwith Bank, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)or SVB Securities. (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 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 Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of the Bank. The provisions of the previous sentence shall not apply to (i) 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 and such. (iic) the Permitted Accounts. In additionOn or before April 9, the 2012, Borrower shall have until establish a lockbox with Bank (the date that is ninety “Lockbox”). On or before June 9, 2012, Borrower shall direct each Account Debtor (90and each depository institution where proceeds of Accounts are on deposit) days following to make payments with respect to all Accounts to the closing date of a Permitted Acquisition or Permitted Investment Lockbox, except as otherwise permitted pursuant to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment6.11(c).

Operating Accounts. (a) Maintain at all times on deposit with Bank the lesser of (i) Ten Million Dollars ($10,000,000) in cash and Cash Equivalents or (ii) eighty percent (80%) of the aggregate dollar value of Borrower’s and its primary operating Subsidiaries’ cash and other deposit Cash Equivalents in accounts and securities accounts with Bankat all financial institutions. Notwithstanding the foregoing, for a period of time not to exceed thirty (30) days after the Effective Date, Borrower shall be permitted to may instead maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One only Five Million Dollars ($1,000,000.005,000,000) in cash and Cash Equivalents at Bank provided that until Borrower (collectivelyA) is in compliance with the requirements set forth in the first sentence of this paragraph 6.6(a) and (B) has delivered the XXX Control Agreements to Bank, Borrower shall not, at any time, transfer any funds out of or otherwise debit Borrower’s accounts at Bank. Borrower agrees to evaluate in good faith the “Permitted Accounts”)corporate credit card program offered by Bank within one hundred twenty (120) days of the Effective Date to potentially transition its and its Subsidiaries’ program. (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) 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 and or (ii) Borrower’s account no. XXXXXXXXXX at XXX Bank so long as the Permitted Accountsaggregate amount of cash and Cash Equivalents therein does not at any time exceed Three Hundred Thousand Dollars ($300,000). In additionaddition so long as Borrower’s aggregate cash and Cash Equivalents (as reported in the most recent Monthly Cash Statements) is greater than or equal to Fifty Million Dollars ($50,000,000), the Borrower shall have until not be required to obtain a Control Agreement for accounts held at XXX Securities. If at any time, Borrower’s aggregate cash and Cash Equivalents (as reported in the date that most recent Monthly Cash Statements) is ninety less than Fifty Million Dollars (90$50,000,000), Borrower shall immediately (i) days following the closing date of provide Bank with a Permitted Acquisition fully executed Control Agreement for Borrower’s accounts at XXX Securities or Permitted Investment to comply with the provisions of this Section 6.8 with regard (ii) transfer all funds contained therein to accounts acquired by Borrower in connection with at Bank, Bank’s Affiliates or another financial institution where such Permitted Acquisition or Permitted Investmentaccounts are subject to a Control Agreement.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ depository accounts, operating and other deposit accounts and securities accounts with Bank and Bank. Notwithstanding the foregoing’s affiliates with all excess funds maintained at or invested through Bank or Bank’s Affiliates; provided, Borrower shall be permitted to maintain (i) one (1) account with PayPalhowever, provided that Borrower shall immediately have up to thirty (30) days following the Effective Date to transfer any all of its and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank its Subsidiaries’ depository accounts, operating accounts and (ii) securities accounts outside of to Bank and Bank’s Affiliates, provided that and during such thirty (30) day period, no Control Agreement shall be required with respect to such accounts. Notwithstanding the maximum balance maintained forgoing, Borrower and its Subsidiaries’ shall be permitted to maintain their existing accounts in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) Canada (collectively, the “Permitted Canadian Accounts”); provided, that, no more than Five Hundred Thousand Dollars ($500,000) in the aggregate, is maintained in such Canadian Accounts at any one time. (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For Except as otherwise provided for in Section 6.8(a), for each Collateral Account that Borrower and its Subsidiaries’ at any time maintainsmaintains (other than the Canadian Accounts), Borrower shall cause the applicable bank or financial institution (other than BankBank and other than as provided in clause (a) above) 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) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its and its Subsidiaries’ primary operating and other domestic operating, deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, ; provided that Borrower may maintain its existing deposit accounts with Silicon Valley Bank disclosed on Schedule 5(f) to the maximum balance maintained Security Agreement (the “Existing SVB Accounts”) through September 30, 2008, so long as the aggregate amount on deposit in such accounts does notnot exceed $[ * ] at any time, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, and no funds or other property are transferred into any such accounts from accounts maintained with the “Permitted Accounts”)Bank or its Affiliates. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account deposit account, securities account, investment account, commodities account or similar account at or with any bank or financial institution other than [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Bank or Bank’s Affiliates. For each Collateral Account such 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 such account is maintained to execute and deliver a Control Agreement control agreement or other appropriate instrument with respect to such Collateral Account account to perfect Bank’s Lien in such Collateral Account account in accordance with the terms hereunder which of this Agreement and the other Loan Documents (each an “Account Control Agreement Agreement”). Notwithstanding the foregoing, Borrower may not be terminated without maintain the prior written consent of Bank. The provisions of the previous sentence shall not apply Existing SVB Accounts for up to fifteen (i) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (9015) days following after the closing date of a Permitted Acquisition or Permitted Investment Effective Date, without being subject to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentAccount Control Agreements.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall represent at least eighty-five percent (85%) of the maximum balance maintained in dollar value of Borrower’s and such Subsidiaries’ operating and other deposit accounts does notat all financial institutions. Notwithstanding the foregoing, in aggregate, exceed One Million Dollars Parent may maintain its accounts with Western Alliance Bank set forth on the Perfection Certificate for up to sixty ($1,000,000.0060) (collectively, days after the “Permitted 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 Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall (unless Bank otherwise elects in writing, in Bank’s sole discretion) 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 (i) for up to sixty (60) days after the Effective Date, Parent’s accounts maintained with Western Alliance Bank set forth on the Perfection Certificate, (ii) Parent’s account maintained with PayPal so long as such account is linked to Parent’s account with Bank, or (iii) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all and all of its primary operating and other deposit accounts Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account certificates of deposit with PayPal, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank to secure Borrower’s existing letter of credit with ▇▇ ▇▇▇▇▇▇ Chase Bank provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (iix) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, certificates of deposit do not at any time exceed One Million Three Hundred Six Thousand Dollars ($1,000,000.00306,000.00) plus accrued interest in the aggregate (collectively, the “Permitted CD Accounts”), and (y) upon maturity of such CD Accounts, Borrower shall immediately transfer all funds in the CD Accounts into an account of Borrower with Bank. (b) Provide Bank five (5) days Business 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 CD 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Beginning on or before the date that is one hundred twenty (120) days after the Effective Date (the “Transition Date”), maintain its primary operating and other deposit accounts all of its Domestic Subsidiaries’ primary U.S. operating, depository and securities accounts with Bank and Bank’s Affiliates. In addition, as of the Effective Date, Borrower shall use Bank for all cash management, foreign exchange and merchant services, except that, subject to Section 6.8(b), Borrower shall be entitled to use another bank or financial institution for investment management services (but not depository and operating accounts) if the rates charged by alternative bank or financial institution for those services are lower than those charged by the Bank or the Bank’s Affiliates. Notwithstanding the foregoing, Borrower and its Domestic Subsidiaries shall be permitted to maintain (i) one or more accounts at other banks or financial institutions that are not subject to a Control Agreement, so long as the balances of such accounts do not exceed Five Hundred Thousand Dollars (1$500,000.00) account with PayPalin the aggregate at any time, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) an investment account with ▇. ▇▇▇▇ Price (collectively, the “Permitted Accounts”). Foreign Subsidiaries may have primary operating, depository and securities accounts with banks and financial institutions other than Bank and 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 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) prior to the Transition Date, to accounts other than investment accounts with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) after the Transition Date, to the Permitted Accounts, or (iii) to 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ (excluding NewCo and Securities Corp.) operating, depository and securities accounts with Bank and Bank. Notwithstanding ’s Affiliates; provided that, Borrower (individually and not on a consolidated basis) shall at all times have on deposit in operating, depository and securities accounts maintained with Bank or Bank’s Affiliates, cash in an amount equal to or greater than the foregoinglesser of (x) one hundred percent (100.0%) of the dollar value of all of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ cash, in the aggregate at all financial institutions, and (y) one hundred five percent (105.0%) of the then-outstanding Obligations of Borrower to Bank; provided that, Borrower shall be permitted to maintain (i) one (1) clearing account with PayPal▇▇▇▇▇ Fargo, provided that Borrower shall immediately transfer any and so long as all funds maintained of the amounts on deposit in or deposited into such account into an account of Borrower maintained with Bank shall (i) be used exclusively for rebate payments to third parties and (ii) accounts outside not exceed the amount of all rebate payments required to be made from such account within three (3) Business Days of deposit into such account (the “Permitted Account”). Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this provision, regardless of whether an Event of Default exists at such time. In addition to the foregoing, Borrower shall conduct all of its cash management, Letters of Credit, and foreign exchange banking with Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “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 Permitted Account 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank. Notwithstanding ’s Affiliates, with all excess cash and investments maintained with Bank and Bank’s Affiliates; provided that following the foregoingoccurrence of the Capital Raise, such accounts shall represent at least sixty-five percent (65%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions, and prior to the Capital Raise, Borrower shall be permitted to maintain local operating and deposit account in an amount not to exceed $250,000 (iwhich accounts shall be subject to a Control Agreement as required by Section 6.8(b) one (1) account with PayPalbelow). Except for accounts permitted under this Section 6.8(a), provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into held at existing accounts of Borrower held at financial institutions other than Bank (the “Existing Accounts”) shall be transferred within ninety (90) days after the Effective Date to an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”). (b) Provide Bank five (5) days prior 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 (including, without limitation, 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 (i) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of Borrower’s, any of its primary Subsidiaries’, and any Guarantor’s operating and other deposit accounts, depository accounts and securities accounts excess cash with Bank. Notwithstanding SVB or SVB’s Affiliates; provided, however, notwithstanding the foregoing, (i) for a period of time not to exceed ninety (90) days after the Effective Date, Borrower shall be permitted to maintain up to Four Million Two Hundred Fifty Thousand Dollars (i$4,250,000) one in the aggregate in Borrower’s accounts at Citizens Bank, S▇▇▇▇▇▇▇, Inc., and J▇ ▇▇▇▇▇▇ Chase Bank, N.A. listed on the Perfection Certificate delivered by Borrower to Agent and the Lenders on or prior to the Effective Date (1the “Transition Accounts”) account with PayPalprovided, provided further, that Borrower all amounts in the Transition Accounts shall immediately transfer any by transferred into Borrower’s accounts at SVB and all funds maintained in the Transition Accounts shall be closed on or deposited into such account into an account of Borrower maintained with Bank prior to the date that is ninety (90) days after the Effective Date, and (ii) Borrower and/or any of its Subsidiaries’ shall be permitted to maintain an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in accounts outside of the United States with financial institutions other than Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Foreign Accounts”). (b) Provide Bank In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor, shall obtain any business credit card, Letter of Credit, and cash management services exclusively from SVB; provided, however, notwithstanding the foregoing, for a period of time not to exceed one (1) year from and after the Effective Date, Borrower shall be permitted to maintain its business credit cards with J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A. (c) In addition to and without limiting the restrictions in (a), Borrower shall provide Agent five (5) days Business Days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than BankSVB) 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 BankAgent’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 Bankthe Lenders. The provisions of the previous sentence shall not apply to (i) 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 Agent and the Lenders by Borrower as such and such, (ii) subject to the Permitted Accounts. In additionlimitations set forth in Section 5.7(a) above, the Borrower shall have until Transition Accounts, or (iii) the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentForeign Accounts.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, depository, operating and other deposit accounts and securities accounts which are maintained in the United States (including, without limitation, such accounts which are maintained with United States branches of foreign financial institutions) with Bank and Bank’s affiliates, with all excess funds maintained at or invested through Bank or an affiliate of Bank. Notwithstanding the foregoing, Borrower shall may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to receive deposits of payment items sent to Borrower’s pre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be permitted required to maintain (icomply with the terms of Section 6.3(c) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)hereof. (b) Provide Bank five (5) days prior 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 in the United States (including, without limitation, such accounts which are maintained with a United States branch of a foreign financial institutions), 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) 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 and (ii) the Permitted Accounts. In additionBorrower’s account number 0985930850 at National City Bank; provided, the Borrower that such account number 0985930850 at National City Bank shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply be terminated no later than December 31, 2009, with the provisions proceeds thereof transferred to an account of this Borrower maintained at Bank.” 2 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.8 with regard to accounts acquired by Borrower 6.9(a) thereof, in connection with such Permitted Acquisition or Permitted Investment.its entirety:

Operating Accounts. (a) (i) Maintain its primary and its Subsidiaries’ domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank; and (ii) maintain not less than sixty percent (60%) of the dollar value of GTTI’s and its Subsidiaries accounts at all financial institutions worldwide at Bank and Bank’s affiliates. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, Borrower no later than August 20, 2011 (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts of PEUSA and PEINC maintained at financial institutions other than Bank or Bank’s Affiliates shall be permitted to maintain (i) one (1) account closed, with PayPal, provided that Borrower shall immediately transfer any and all funds maintained proceeds in such accounts transferred to a Collateral Account at Bank or deposited into such account into an account of Borrower maintained with Bank and Bank’s Affiliates; or (ii) accounts outside subject to an account control agreement in favor of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregateform and substance acceptable to Bank, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)in its reasonable discretion. (b) Provide Bank five (5) days prior 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 in the United States or the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such 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) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its primary operating and other deposit accounts with Bank, and a portion of its securities and investment accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall represent at least twenty-five percent (25%) of the maximum balance maintained in such consolidated dollar value of Borrower’s and its Subsidiaries accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)at all financial institutions worldwide. (b) Provide Bank five (5) days prior 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. Bank agrees not to issue a “Notice of Exclusive Control” (or its equivalent) with respect to any Collateral Account that is subject to a Control Agreement or other applicable instrument unless an Event of Default has occurred and is continuing at the time such “Notice of Exclusive Control” (or its equivalent) is issued. Bank agrees to use commercially reasonable efforts to rescind a “Notice of Exclusive Control” (or its equivalent) if the Event of Default upon which such “Notice of Exclusive Control” (or its equivalent) was issued has been cured or has been waived in writing by Bank in accordance with the terms of this Agreement. The provisions of the previous second sentence of this Section 6.8(b) shall not apply to (i) 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 (ii) other deposit accounts which, when taken together, do not contain more than $100,000 in the aggregate for all such other deposit accounts, and, in each case, are identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Each Loan Party and each of its Subsidiaries shall, at all times on and after the date that is 180 days following the Effective Date, maintain its primary banking business, including depository and operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in Bank or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that . For the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectivelyavoidance of doubt, the “Permitted Accounts”)Loan Parties and their Subsidiaries may maintain other banking relationships, subject to clause (b) below, so long as the primary banking relationship is with Bank or Bank’s Affiliates. (b) Provide Bank written notice within five (5) days prior written notice before Business Days after establishing any Collateral Account of any Loan Party at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower any Loan Party at any time maintains, Borrower such Loan Party shall cause the applicable bank or financial institution (other than Bank, but including Bank’s Affiliates) at or with which any Collateral Account is maintained to execute and deliver within thirty (30) days after opening such Collateral Account (or, with regard to Collateral Accounts existing on the Effective Date, sixty (60) days after the Effective Date) 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) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrowersuch Loan Party’s employees and identified to Bank by Borrower such Loan Party as such and such, (ii) cash collateral accounts with respect to Permitted Liens under clause (a) of such definition securing Permitted Indebtedness under clause (b) of such definition, (iii) accounts held outside the Permitted United States in the ordinary course of business relating to operations outside of the United States and (iv) accounts constituting money market accounts to the extent identified as such on the Perfection Certificate (such deposit accounts, “Excluded Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment”).

Operating Accounts. (a) Maintain No later than one hundred twenty (120) days following the Effective Date, maintain all of its primary and its Subsidiaries’ primary domestic operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower ; provided that Borrowers shall not be permitted required to maintain with Bank (ix) one (1) any deposit account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower related to accounts payable services which are maintained with Bank of America, N.A. as of the Effective Date and (iiy) such other accounts outside of as agreed between Bank and Bank’s AffiliatesBorrowers, provided that so long as the maximum balance maintained in aggregate amount of all such accounts under these clauses (x) and (y) does not, in aggregate, not exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)5,000,000. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any domestic bank or financial institution other than Bank or Bank’s Affiliates. For each domestic Collateral Account that Borrower Borrowers at any time maintainsmaintain, Borrower Borrowers shall cause the applicable bank or financial institution (other than Bank) at or with which any domestic Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such domestic Collateral Account to perfect Bank’s Lien in such domestic Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank; provided that Borrowers shall not be required to deliver a Control Agreement for any Collateral Account which is (x) any deposit account related to accounts payable services which are maintained with Bank of America, N.A. as of the Effective Date and (y) such other accounts as agreed between Bank and Borrowers, so long as the aggregate amount of all such accounts under these clauses (x) and (y) does not exceed $5,000,000; provided, further, that Borrowers shall be permitted to maintain cash in excess of $5,000,000 in accounts maintained with Bank of America, N.A. (i) on the Effective Date and (ii) during the two (2) business days immediately following the Effective Date. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s Borrowers’ employees and identified to Bank by Borrower Borrowers as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating operating, depository and other deposit accounts and securities securities/investment accounts with Bank and Bank’s Affiliates, provided that accounts in the name of Borrower maintained with Bank and Bank’s Affiliates shall represent at least seventy-five percent (75.0%) of the aggregate dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions as of the Effective Date. Upon the expiration of the Transition Period, accounts in the name of Borrower maintained with Bank and Bank’s Affiliates shall represent one hundred percent (100.0%) of the aggregate dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) securities account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank Treasury Partners and (ii) accounts outside of Bank and Bank’s Affiliatesone (1) escrow account with Bay Area Escrow Services (escrow number 939822PM), provided that the maximum balance maintained in such accounts account does not, in aggregate, not at any time exceed One Million Eight Hundred Thousand Dollars ($1,000,000.00800,000.00) (collectively, the “Permitted AccountsEscrow Account”). In addition, Borrower shall conduct all of its cash management, letters of credit, and foreign exchange banking with 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 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 or other applicable instrument may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Escrow Account 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its primary and all of its Subsidiaries’ operating and other deposit accounts and securities excess cash with Bank and Bank’s Affiliates. Any Guarantor shall maintain all depository or operating accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to may maintain its accounts with Union Bank so long as (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account accounts are transferred to Bank within five (5) Business Days of Borrower maintained with Bank the Effective Date, and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in all such accounts does not, in aggregate, exceed One Million Dollars are closed within ten ($1,000,000.0010) (collectively, Business Days of the “Permitted Accounts”)Effective Date. (b) In addition, except for credit cards permitted under clause (i) of Permitted Indebtedness, Borrower shall obtain any business credit cards, letters of credit and cash management services exclusively from Bank. (c) 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 deposit accounts (i) 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 and or (ii) accounts of Borrower outside of the Permitted Accounts. In additionUnited States, provided, however, that the Borrower amounts held in such Deposit Accounts shall have until not (x) at any time, exceed Four Hundred Thousand Dollars ($400,000) (or the date that is ninety equivalent thereof in any foreign currency) and (90y) days following at the closing date end of a Permitted Acquisition each calendar month, exceed Three Hundred Thousand Dollars ($300,000) (or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower equivalent thereof in connection with such Permitted Acquisition or Permitted Investmentany foreign currency).

Operating Accounts. (a) Maintain all of Borrower’s, any of its primary Subsidiaries’ (excluding MSC Subsidiaries), and any Guarantor’s operating and other deposit accounts, depository accounts and securities accounts excess cash with Bank. Notwithstanding SVB or SVB’s Affiliates; provided, however, notwithstanding the foregoing, Borrower shall be permitted to and its Subsidiaries may maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts Collateral Accounts outside of Bank the United States and Bank’s Affiliates, provided that outside of SVB (the maximum balance “Foreign Accounts”) so long as the aggregate amount of cash maintained at any time in such accounts all Foreign Accounts taken together does not, in aggregate, not exceed One Million Dollars ($1,000,000.001,000,000). In addition to the foregoing, Borrower shall at all times have on deposit in operating and depository accounts maintained in the name of Borrower with SVB, cash in an amount equal to the lesser of (i) one hundred percent (collectively100.0%) of the Dollar value of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ cash, in the “Permitted Accounts”)aggregate, at all financial institutions, and (ii) one hundred ten percent (110.0%) of the then-outstanding Obligations of Borrower to Agent and the Lenders hereunder. (b) Provide Bank In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor, shall obtain any business credit card, Letter of Credit, and cash management services exclusively from SVB. (c) In addition to and without limiting the restrictions in (a), Borrower shall provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than BankSVB) 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 BankAgent’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 Bankthe Lenders. The provisions of the previous sentence shall not apply to (i) 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 Agent and the Lenders by Borrower as such and such, or (ii) the Permitted Foreign Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment.

Operating Accounts. (a) Maintain Borrower shall establish and thereafter maintain all and all of its primary operating and other deposit accounts Subsidiaries’ operating, depository, and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall represent at least seventy-five percent (75.0%) of the maximum balance maintained in dollar value of Borrower’s and such accounts does not, in aggregate, exceed One Million Dollars Subsidiaries’ cash at all financial institutions ($1,000,000.00excluding cash collateral securing up to one hundred percent (100%) (collectively, the “Permitted Accounts”of letters of credit and cash held as a deposit pursuant to a lease for rental property). (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 use commercially reasonable efforts to 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. If Borrower fails to deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to Bank within thirty (30) days (or such later date as may be agreed to by Bank in writing, in its sole discretion) of establishing such Collateral Account, Borrower shall immediately close the Collateral Account and transfer the funds of such Collateral Account (and any funds subsequently deposited in such account) to an account of Borrower maintained with SVB. The provisions of the previous sentence shall not apply to (i) deposit accounts securing up to one hundred percent (100%) of letters of credit and cash held as a deposit pursuant to a lease for rental property, and (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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its primary operating and all of its Subsidiaries’ (other deposit accounts than MSC and Selecta Russia) operating, depository, and securities accounts with Bank and Bank’s Affiliates, provided, further, Borrower (individually and not on a consolidated basis) shall at all times have on deposit in operating, depository and securities accounts maintained with Bank or Bank’s Affiliates, cash in an amount equal to the lesser of (i) one hundred percent (100.0%) of the Dollar value of all of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ (excluding Selecta Russia) cash, in the aggregate, at all financial institutions, and (ii) one hundred five percent (105.0%) of the Dollar amount of the then-outstanding Obligations of Borrower to Bank. Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(a), regardless of whether an Event of Default exists at such times. Notwithstanding the foregoing, during the Transition Period, Borrower shall be permitted to maintain accounts with Pacific Western Bank (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Pacific Western 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 Pacific Western Accounts during the Transition Period 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, depository, operating and other deposit accounts and securities accounts which are maintained in the United States (including, without limitation, such accounts which are maintained with United States branches of foreign financial institutions) with Bank and Bank’s affiliates, with all excess funds maintained at or invested through Bank or an affiliate of Bank. Notwithstanding the foregoing, Borrower shall may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to receive deposits of payment items sent to Borrower’s pre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be permitted required to maintain (icomply with the terms of Section 6.3(c) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)hereof. (b) Provide Bank five (5) days prior 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 in the United States (including, without limitation, such accounts which are maintained with a United States branch of a foreign financial institutions), 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) 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 and (ii) Borrower’s account number 0985930850 at National City Bank; provided, that such account number 0985930850 at National City Bank shall be terminated no later than December 31, 2009, with the Permitted Accountsproceeds thereof transferred to an account of Borrower maintained at Bank.” 2 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(a) thereof, in its entirety: (a) Minimum Adjusted Quick Ratio. In addition, the An Adjusted Quick Ratio of at least 1.2 to 1.0 provided that Borrower shall have until only be required to maintain such minimum Adjusted Quick Ratios with respect to months during which there were any Advances outstanding.” and inserting in lieu thereof the date following: (a) Minimum Adjusted Quick Ratio. An Adjusted Quick Ratio of at least 1.2 to 1.0 at all times.” 3 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(b) thereof, in its entirety: (b) Maximum Capital Expenditures. Not contract for, purchase or make any expenditure or commitments for capital expenditures in an aggregate amount in excess of $1,750,000 for Borrower’s fiscal year ending December 31, 2009, $3,400,000 for Borrower’s fiscal year ending December 31, 2010, and an amount for each of Borrower’s fiscal years ending thereafter as Borrower and Bank shall agree, provided that is ninety if Borrower and Bank fail to agree on the amount with respect to any such year, such amount shall be deemed to be $3,400,000 for such year.” and inserting in lieu thereof the following: (90b) days following Maximum Capital Expenditures. Not contract for, purchase or make any expenditure or commitments for Capital Expenditures in an aggregate amount in excess of $1,750,000 for Borrower’s fiscal year ending December 31, 2009, $3,400,000 for Borrower’s fiscal year ending December 31, 2010, and an amount for each of Borrower’s fiscal years ending thereafter as Borrower and Bank shall agree, provided that if Borrower and Bank fail to agree on the closing date amount with respect to any such year, such amount shall be deemed to be $3,400,000 for such year; provided, further, that for each fiscal year, any Capital Expenditure amount not used by the last day of a Permitted Acquisition or Permitted Investment the respective fiscal year shall be added to comply with the provisions of this permitted Capital Expenditure amount for the next succeeding fiscal year.” 4 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.8 with regard to accounts acquired by Borrower 6.9(d) thereof, in connection with such Permitted Acquisition or Permitted Investment.its entirety:

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ depository, operating and other deposit accounts and securities securities/investment accounts with Bank and/or Bank’s Affiliates with the exception of the Offshore Accounts. Notwithstanding the foregoing, Borrower shall be permitted have ninety (90) days after the Effective Date to maintain (i) one (1) account with PayPalclose all of its Collateral Accounts in the United States not located at Bank, provided that Borrower shall immediately and transfer any and all funds maintained the proceeds in or deposited into such account into Collateral Accounts to an account of Borrower maintained with Bank and (ii) accounts outside of Bank and at Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “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 not located at Bank and/or Bank’s Affiliates (other than Offshore Accounts) 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) 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, and the Collateral Accounts described in Section 6.8(a) above during such and ninety (ii90) the Permitted Accounts. In additionday transition period, the Borrower shall have until the date that is provided, however, if such Collateral Accounts are not closed within ninety (90) days following after the closing date of a Permitted Acquisition or Permitted Investment Effective Date, Borrower shall be required to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with 6.8(b) for all such Permitted Acquisition or Permitted InvestmentCollateral Accounts.

Operating Accounts. (ai) Maintain During the Transition Period, maintain at Bank cash balances in accounts in the name of Borrower that represent not less than eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions (the “Required Threshold”), and (ii) upon the expiration of the Transition Period, maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, (i) Borrower shall be permitted to maintain (i) one (1) account with PayPalthe Permitted JPMorgan Account, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) Borrower and Australian Subsidiary shall be permitted to maintain accounts outside of Bank and in Australia with JPMorgan Chase Bank’s Affiliates, provided that the maximum aggregate balance maintained in all such accounts does not, in aggregate, shall not exceed One Million Two Hundred Fifty Thousand Australian Dollars ($1,000,000.00250,000.00) (collectively, the “Permitted Australian 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 (i) during the Transition Period provided that Borrower maintains the Required Threshold at all times during the Transition Period, or (ii) to (iA) the Permitted JPMorgan Account, (B) the Permitted Australian Accounts, or (C) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Within ninety (90) days after the Effective Date (“Bank Account Transition Date”), maintain all of its, and its Subsidiaries and its parent’s primary operating and other deposit depository accounts and securities operating accounts (other than its lockbox and collection services accounts) with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, which accounts maintained in the name of the Borrower shall represent greater than fifty percent (50%) of the aggregate dollar value of Borrower’s and its Subsidiaries’ and its parents accounts at all financial institutions. In addition, within one hundred eighty (180) days after the Effective Date (as such period may be extended in writing by Bank, in its sole discretion). Borrower shall maintain its lockbox and collection services accounts at Bank; provided that from the maximum balance Bank Account Transition Date through the date such lockbox and collection services accounts are maintained at Bank, the amounts maintained in such lockbox and collection services accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)shall be transferred to accounts maintained by Borrower at Bank by 2:00 p.m. on Friday of each week. (b) Provide Bank five (5) days prior 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) 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 (the “Excluded Accounts”), and (ii) other deposit accounts provided the Permitted Accounts. In addition, proceeds held in all such accounts does not exceed Five Hundred Thousand Dollars ($500,000.00) in the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentaggregate.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, Borrower EMEA shall be permitted to maintain its existing deposit accounts with (i) one Standard Chartered Bank (1) account with PayPalthe “Standard Accounts”), provided that Borrower shall immediately transfer the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank time, and (ii) accounts outside of Bank and Bank’s AffiliatesCommerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance maintained in of such accounts Commerzbank Accounts does not, in aggregate, not exceed One Million Dollars ($1,000,000.001,000,000) (collectively, the “Permitted Accounts”)at any time. (b) Provide Bank five (5) days prior 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 in the United States or the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such 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 Standard Accounts, the Commerzbank Accounts, 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Borrower’s and its Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts in the United States with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall at all times contain at least 60% of the maximum balance maintained dollar value of Borrower’s and its Subsidiaries’ consolidated world-wide cash and Cash Equivalents (excluding cash and Cash Equivalents on deposit in such accounts does not, the ABN Amro Pledged Account in aggregate, an amount not to exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”€4,000,000). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account within the United States at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account located within the United States that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such 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) 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 such, deposit accounts with the Bank, or to the Borrower’s pledged depository account held by ABN Amro Bank (the “ABN Amro Pledged Account”) to secure the letters of credit and bank guarantees issued in connection with value added tax recovery initiatives of Axcelis Technologies GmbH, or to those Collateral Accounts identified on Schedule 6.8(b) hereto, provided that (i) the amounts on deposit in the ABN Amro Pledged Account shall not exceed €4,000,000 and (ii) the Permitted Accounts. In addition, amounts on deposit in such Collateral Accounts shall not exceed the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentmaximum amounts indicated on Schedule 6.8(b).

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding In the foregoingcase of any Credit Party, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer not establish any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any new Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliatesunless contemporaneously with such establishment, such account is subject to a Control Agreement that is reasonably acceptable to Lender. For each Collateral Account that Borrower each Credit Party at any time maintains, Borrower such Credit Party 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 BankLender’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of BankLender. The provisions of the previous sentence two (2) sentences shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrowerany Credit Party’s employees employees, zero balance accounts, accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, merchant accounts, accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibits the granting of a Lien thereon and identified to Bank by Borrower any other deposit accounts established after the Tranche A Closing Date and then only so long as such deposit accounts do not hold in the aggregate more than $50,000 and for the first thirty (ii30) days following the Permitted establishment of such deposit account (all such accounts, collectively, the “Excluded Accounts”); provided that, in each case, Borrower shall identify to Lender all accounts which constitute Excluded Accounts. In additionNotwithstanding the foregoing, the Borrower Credit Parties shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted other Investment permitted hereunder to comply with the provisions of this Section 6.8 5.6 with regard to accounts of the Credit Parties acquired by Borrower in connection with such Permitted Acquisition or Permitted other Investment.

Operating Accounts. (a) Maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) its Subsidiaries may maintain accounts at financial institutions outside of Bank and Bank’s Affiliatesthe United States, provided that the maximum balance maintained aggregate amount of funds in such accounts (in the aggregate for all such accounts together) does not, in aggregate, not at any time exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)) and (ii) during the Transition Period, Borrower and its Subsidiaries shall be permitted to maintain an aggregate of five (5) accounts with Bank of America. In addition, Borrower shall conduct all of its letters of credit and foreign exchange banking with 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 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 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 such. (c) In addition to and notwithstanding anything to the contrary in (a) and (iib), at all times prior to the occurrence of the Control Agreement Event, Borrower (individually and not on a consolidated basis) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety on deposit in its Designated Deposit Account unrestricted and unencumbered cash in an amount equal to at least Sixteen Million Dollars (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment$16,000,000.00).

Operating Accounts. (a) Maintain Maintain, at all times, its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall, as of the maximum balance maintained in such last day of each month, represent at least eighty five percent (85.0%) of the dollar value of Borrower’s accounts does notat all financial institutions. ▇▇▇▇▇▇ may maintain its accounts at Comerica Bank nos. XXXXXXXXXX, in aggregate, exceed One Million Dollars XXXXXXXXXX and XXXXXXXXXX ($1,000,000.00) (collectively, the “Permitted Comerica Accounts”)) as long as on or prior to the date that is thirty (30) days after the Fourth Amendment Effective Date, ▇▇▇▇▇▇ delivers to Bank a Control Agreement in favor of Bank for the Comerica 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) 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 and such, (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety Comerica Accounts for a period of time not to exceed thirty (9030) days following after the closing Fourth Amendment Effective Date (or such later date of a Permitted Acquisition as Bank may, in its sole discretion, agree in writing) or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment.(iii) that certain Money Market Account at Comerica Bank no. XXXXXXXXX-X.”

Operating Accounts. (a) Maintain its all of Borrower’s and each of Borrower’s Subsidiaries’ primary operating and other deposit accounts and securities investment accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted SVB or its Affiliates in accounts which are subject to maintain a Control Agreement in favor of Collateral Agent (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bankas necessary to perfect Collateral Agent’s Affiliates, provided that the maximum balance maintained Lien in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”accounts). (b) Provide Bank Borrower and each of Borrower’s Subsidiaries shall provide Collateral Agent five (5) days days’ prior written notice before establishing any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s AffiliatesSVB. For In addition, for each Collateral Account that Borrower or any of Borrower’s Subsidiaries at any time maintains, Borrower or any such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder within 10 days after establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of BankCollateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or any of Borrower’s Subsidiaries’ employees and identified to Bank Collateral Agent by Borrower as such such. (c) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentb).

Operating Accounts. (a) Maintain Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts), which are maintained within the United States (including without limitation such accounts which are maintained with United States branches of foreign institutions), with Bank and securities accounts with Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to maintain receive deposits of payment items sent to Borrower’s pre-existing lockbox, provided that (i) one (1) account with PayPalNational City Bank and Borrower shall, provided within 30 days after the Effective Date, agree in writing that Borrower shall immediately transfer any and all funds maintained the proceeds in or deposited into such account into an account of Borrower maintained shall be swept to Bank two times per week and provide Bank with Bank a Control Agreement to perfect Bank’s Lien against such account, and (ii) accounts outside Borrower shall still be required to comply with the terms of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00Section 6.3(c) (collectively, the “Permitted Accounts”)hereof. (b) Provide Without limitation on subsection “a” above, (i) 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 , and (ii) for each Collateral Account that Borrower at any time maintainsmaintains within the United States (including without limitation any such account which is maintained with a United States branch of a foreign institution), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such 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 “ii” of the previous sentence shall (x) not apply to (i) 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 such, (y) not apply to accounts which are being moved to Bank or Bank’s Affiliates within the 60 day period provided for in Section 6.8(a) above, and (iiz) shall be subject to the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90terms of Section 6.8(a) days following the closing date of a Permitted Acquisition or Permitted Investment above with respect to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentaccount number 0985930850 at National City Bank.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ domestic operating and other deposit accounts and securities accounts located in the United States with Bank and Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain ’s Affiliates; provided that (i) one Borrower may maintain its existing deposit accounts at Bank of America, N.A. (1the “Existing Accounts”), so long as within ninety (90) account days after the Effective Date (or such later date as Bank shall determine, in its sole discretion), such Existing Accounts are either (i) closed, with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into proceeds thereof transferred to an account of Borrower maintained with at Bank or (ii) subject to a Control Agreement in favor of Bank; and (ii) accounts outside until the expiry of the underlying letters of credit issued by Bank of America, N.A. and Bank’s Affiliatesexisting on the Effective Date, provided that Borrower may maintain the maximum balance maintained in such accounts does notL/C Cash Collateral Accounts at Bank of America, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”).N.A. (b) Provide Bank five (5) days prior 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 located in the United States that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account (including, without limitation, the Existing Accounts), 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 (including, without limitation, the Existing Accounts), 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 deposit accounts (i) deposit accounts located outside the United States, or (ii) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Borrower’s and its primary operating and other deposit accounts and securities accounts domestic U.S. Subsidiaries’ Collateral Accounts with BankBank or its Affiliates. Notwithstanding the foregoing, Borrower shall (x) at any time that Borrower’s aggregate Cash on deposit with Bank is greater than or equal to one hundred twenty percent (120%) of the outstanding amount of the Adjusted Obligations (such amount in excess of such percentage, the “Excess Cash”), such Excess Cash may be permitted to maintain (i) one (1) account with PayPalheld in Collateral Accounts at any financial institution, provided that Borrower such Collateral Accounts in the U.S. shall immediately transfer any be subject to Control Agreements in favor of, and in form and content reasonably acceptable to, Collateral Agent; and (y) at all funds maintained in or deposited into such account into an account of Borrower maintained times when Borrower’s aggregate Cash on deposit with Bank and is less than one hundred twenty percent (ii120%) of the outstanding amount of the Adjusted Obligations, Borrower may maintain no more than Three Million Euro (€3,000,000) in the aggregate in non-U.S. accounts outside of Bank and Bank’s Affiliatesnot subject to Control Agreements, provided that the maximum balance maintained amounts in excess of such accounts does notamount shall be subject to Control Agreements, or similar, in aggregatefavor of, exceed One Million Dollars and in form and content reasonably acceptable to, Collateral Agent. For the avoidance of doubt, Excess Cash held in non-U.S. accounts pursuant to clause ($1,000,000.00) (collectivelyx), the “Permitted Accounts”)above, need not be subject to a Control Agreement. (b) Provide Bank Borrower shall provide Collateral Agent five (5) days days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s its Affiliates. For In addition, except as set forth in Section 6.6(a), above, for each Collateral Account that Borrower or any of its domestic U.S. Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of Bank. The provisions Collateral Agent. (c) Neither Borrower nor any of the previous sentence its Subsidiaries shall not apply to (imaintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentb).

Operating Accounts. (a) Maintain all of Borrower’s and its primary Subsidiaries' (other than MSC and Selecta Russia) operating Collateral Accounts and other deposit accounts and securities accounts excess cash with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesAffiliates in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent. In addition, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars Borrower shall obtain any letters of credit and cash management services ($1,000,000.00other than business credit cards) (collectively, the “Permitted Accounts”)exclusively from Bank. (b) Provide Notwithstanding anything to the contrary in Section 6.6(a), Borrower (individually and not on a consolidated basis) shall at all times have on deposit in operating, depository and securities Collateral Accounts maintained with Bank or Bank's Affiliates, in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent, cash in an amount equal to the lesser of (i) one hundred percent (100.0%) of the Dollar value of all of Borrower's consolidated cash, including any Subsidiaries', Affiliates', or related entities' (excluding Selecta Russia) cash, in the aggregate, at all financial institutions, and (ii) one hundred five percent (105.0%) of the Dollar amount of the then-outstanding Obligations. Bank may, upon consultation with Collateral Agent and the Required Lenders, restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(b), regardless of whether an Event of Default exists. (c) Borrower shall provide Collateral Agent five (5) days days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of BankCollateral Agent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Bank Collateral Agent by Borrower as such and in the Perfection Certificates. (iid) the Permitted Accounts. In addition, the Neither Borrower nor any of its Subsidiaries shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply maintain any Collateral Accounts except Collateral Accounts maintained in accordance with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentSections 6.6.

Operating Accounts. (a) Maintain all of its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, and conduct all other primary banking with Bank for services such as letters of credit and business credit cards. Notwithstanding the foregoing, for up to thirty (30) days after the Effective Date, Borrower may maintain its accounts with Bank of America, N.A. as disclosed on the Perfection Certificate as of the Effective Date provided that the maximum aggregate balance maintained in such accounts does not, in aggregate, not exceed One Million Five Hundred Thousand Dollars ($1,000,000.00500,000) (collectively, the “Permitted Accounts”)at any time. (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 (i) 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 and such, (ii) Borrower’s account maintained with PayPal as disclosed on the Permitted Accounts. In additionPerfection Certificate as of the Effective Date so long as the balance in such account does not exceed Twenty Thousand Dollars ($20,000) at any time, the Borrower shall have until the date that is ninety and (90iii) for up to thirty (30) days following after the closing date Effective Date, ▇▇▇▇▇▇▇▇’s accounts maintained with Bank of a Permitted Acquisition or Permitted Investment to comply with America, N.A. as disclosed on the provisions Perfection Certificate as of this Section 6.8 with regard to the Effective Date provided that the aggregate balance in such accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentdoes not exceed Five Hundred Thousand Dollars ($500,000) at any time.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating, depository and securities/investment accounts with Bank and Bank’s affiliates. In addition, all of Borrower’s cash management services shall be maintained with or through Bank. Any Guarantor shall maintain all depository, operating and other deposit accounts and securities accounts with Bank. Notwithstanding , or SVB Securities. (b) In the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided event that Borrower shall immediately transfer any the aggregate amount of Borrower’s unrestricted cash and all funds maintained in or deposited into such account into an account of Borrower Cash Equivalents maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One affiliates is less than Fifty Million Dollars ($1,000,000.0050,000,000.00) at any time, Borrower shall immediately pay to Bank a one-time fee equal to Fifty Thousand Dollars (collectively$50,000.00), which fee shall be deemed to be earned as of the “Permitted Accounts”)Effective Date. (bc) 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 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 Lien in such Collateral Account in accordance with the terms hereunder 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) 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 and such, (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to deposit accounts acquired established by Borrower in connection foreign countries to facilitate commercial transactions conducted in the ordinary course of Borrower’s business and where Borrower reasonably contemplates that the funds in such deposit accounts will be disbursed within thirty (30) days from the date deposited, except for any minimum amounts required to be maintained in such deposit accounts by the financial institution in which they are held, and (iii) funds currently held by U.S. Bank Trust National Association pursuant to the Indenture, together with non-accelerated regularly scheduled payments made by Borrower to U.S. Bank Trust National Association in accordance with the terms of the Indenture in effect on the Effective Date, provided that the aggregate amount of such Permitted Acquisition or Permitted Investmentfunds does not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) at any time.