Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain its primary and 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 (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. 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 at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral 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 prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, employees and identified to 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 (b).

Operating Accounts. (a) Maintain its primary operating and its Subsidiaries’ primary Collateral Accounts other deposit accounts and securities accounts with Bank and Bank’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 90 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) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates in on or before the Effective Date, and (iii) transfer amounts credited to accounts which are subject set forth on the Perfection Certificate to a Control Agreement in favor of Collateral Agent accounts maintained with Bank and which accounts shall represent at least fifty percent (50%) of Bank’s Affiliates promptly, but no later than 90 days after the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsEffective Date. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection CertificatesCertificate for a period of 90 days beginning on the Effective Date. (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 (b).

Operating Accounts. (a) Maintain its primary operating and its Subsidiaries’ primary Collateral Accounts 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 or its Affiliates and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts which are subject to a Control Agreement does not, in favor of Collateral Agent and which accounts shall represent at least fifty percent aggregate, exceed One Million Dollars (50%$1,000,000.00) of (collectively, the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions“Permitted Accounts”). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank 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 (b)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 Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts with Bank operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Affiliates in 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 subject maintained with United States branches of foreign institutions), with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to receive deposits of payment items sent to Borrower’s pre-existing lockbox, provided that (i) National City Bank and Borrower shall, within 30 days after the Effective Date, agree in writing that the proceeds in such account shall be swept to Bank two times per week and provide Bank with a Control Agreement in favor to perfect Bank’s Lien against such account, and (ii) Borrower shall still be required to comply with the terms of Collateral Agent and which accounts shall represent at least fifty percent (50%Section 6.3(c) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionshereof. (b) Borrower shall Without limitation on subsection “a” above, (i) provide Collateral Agent Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, and (ii) for each Collateral Account that Borrower or any of its Subsidiaries, 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 or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 prior written consent of Collateral Agenthereunder. The provisions of “ii” of the previous sentence shall (x) not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent 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 the Perfection Certificates. (cSection 6.8(a) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) above, and (b)z) shall be subject to the terms of Section 6.8(a) above with respect to account number 0985930850 at National City Bank.” and inserting in lieu thereof the following:

Operating Accounts. (a) Maintain its primary Except as permitted by Section 6.6(b), maintain all of Borrower’s and its Subsidiaries’ primary (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 disclosed on the Perfection Certificate (the “PWB Accounts”), so long as, (i) Borrower and its Subsidiaries maintain no more than (A) for a period of thirty (30) consecutive days following the Effective Date, 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 represent at least fifty percent be transferred within three (50%3) Business Days to a Collateral Account that is subject to a Control Agreement, and (ii) all PWB Accounts (A) are closed within ninety (90) days after the Effective Date, or (B) subject to clause (k) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsPermitted Liens. (b) Borrower shall provide Provide Collateral Agent and each Lender five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s and each Lender’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 prior written consent of Collateral Agentother than pursuant to the terms 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent and the Lenders by Borrower as such in such, (ii) Collateral Accounts subject to clause (k) of Permitted Liens, and (iii) subject to compliance with Section 6.6(a), the Perfection CertificatesPWB Deposit Accounts. (c) Neither Within ninety (90) days after the Effective Date, Borrower nor shall conduct its other primary banking with Bank, including obtaining letters of credit and any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)business credit cards exclusively from Bank.

Operating Accounts. (a) Maintain Within thirty (30) days of the Effective Date, maintain its primary and its Subsidiaries’ primary Collateral Accounts operating and depository accounts with Bank. In addition, Borrower and its Subsidiaries shall maintain their cash and securities with Bank or its Affiliates and/or SVB Securities in accounts which are subject to a Control Agreement in favor excess of Collateral Agent and which accounts shall represent at least fifty percent (50%) of the dollar value 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 at all financial institutionswith Bank or SVB Securities. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, Guarantor at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without the prior written consent of Collateral AgentBank. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (c) Neither Notwithstanding Section 6.6(b) above to the contrary, Borrower nor any shall deliver to Bank, within thirty (30) days of the Effective Date, a fully-executed Control Agreement with respect to each of Borrower’s accounts with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in form and substance acceptable to Bank in its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) sole and (b)absolute discretion.

Operating Accounts. (a) Maintain its primary and all of its Subsidiaries’ primary Collateral Accounts (other than the Securities Corp.) operating and other deposit accounts and excess cash with Bank or SVB and SVB’s Affiliates; provided, however, that (i) Borrower may maintain its Affiliates account with ▇▇▇▇▇ Fargo Advisors existing on the Effective Date and disclosed in accounts which are subject the Perfection Certificate (the “▇▇▇▇▇ Fargo Account”), 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 at all times have on deposit in an operating account in the name of Borrower maintained with SVB, cash in an amount equal to a Control Agreement in favor the lesser of Collateral Agent and which accounts shall represent at least fifty (A) one hundred percent (50100.0%) of the dollar Dollar value of all of Borrower’s and such consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ accounts cash, in the aggregate at all financial institutions, and (B) one hundred five percent (105.0%) of the 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), regardless of whether an Event of Default exists at such time. (b) In addition to the foregoing, Borrower and any Subsidiary of Borrower shall provide Collateral 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 Agent five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank SVB or its SVB’s Affiliates. In addition, for each Collateral Account account that the Lenders in their sole discretion permit Borrower or any of its Subsidiaries, at any time maintainsto open or maintain (other than accounts at SVB), Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than SVB) 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 Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without the prior written consent of Collateral Agentthe 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent and the Lenders by Borrower as such in or (ii) the Perfection Certificates▇▇▇▇▇ Fargo Account. (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 (b).

Operating Accounts. (a) Maintain Within thirty (30) days after the Effective Date (the “Transition Period”), maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts operating, depository and securities accounts with Bank or its Affiliates and Bank’s Affiliates. Notwithstanding the foregoing, Australian Subsidiary and UK Subsidiary may maintain accounts outside of the United States with financial institutions other than Bank and Bank’s Affiliates, provided that the maximum aggregate balance in accounts which are subject to a Control Agreement in favor of Collateral Agent and which all such accounts shall represent not exceed One Hundred Fifty Thousand Dollars ($150,000.00) at least fifty percent (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsany time. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply (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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (c) Neither Borrower nor Notwithstanding anything to the contrary contained herein, and without limiting any of its Subsidiaries the foregoing, immediately upon the occurrence of the Cash Collateralization Event and at all times thereafter, Borrower shall maintain any Collateral Accounts except Collateral Accounts at all times have on deposit as cash collateral in a segregated money market bank account in the name of Borrower and maintained with Bank, cash in accordance with Sections 6.6(a) an amount equal to the aggregate amount of all outstanding Obligations of Borrower to Bank determined by Bank as of the date that the Cash Collateralization Event occurs (and (bsuch cash collateral amount shall decrease as and when such Obligations are repaid). Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section, regardless of whether an Event of Default exists at such time.

Operating Accounts. (a) Maintain its primary all of Borrower’s and its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, subject to Section 6.6(b). Borrower may maintain the SVB London Account or another foreign Deposit Account disclosed to Collateral Agent and which Lenders in writing so long as the aggregate value in all such accounts shall represent do not exceed four Hundred Thousand Dollars ($400,000.00) in the aggregate at least fifty percent any time (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions“Permitted Foreign Accounts”). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its AffiliatesAccount. 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 at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral 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 prior written consent of Collateral 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 its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection CertificatesCertificates and (ii) the Permitted Foreign Accounts. (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 (b).

Operating Accounts. (a) Maintain its primary all of Borrower’s and 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 (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsAgent; except as permitted under Section 6.6(b). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliatesthe institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. 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 at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to concurrently with the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral AgentAgent 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 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, or any of its Subsidiaries’, employees and identified to 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 (b).

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts domestic operating and other deposit accounts and securities accounts with Bank or its and Bank’s Affiliates provided such accounts are in accounts which are subject to a Control Agreement in favor of Collateral Agent Borrower’s name and which accounts shall represent at least fifty ninety-five percent (5095%) of the dollar value of Borrower’s and such Subsidiaries’ Subsidiaries accounts at all financial institutions. Notwithstanding the foregoing, (i) Borrower shall be permitted to maintain its existing accounts at Comerica Bank, N.A. (the “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 Bank of America, N.A. (the “Permitted Account”), provided that the maximum aggregate balance in the Permitted Account shall not exceed Fifty Thousand Dollars ($50,000.00). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary No later than thirty (30) days after the Effective Date and its at all times thereafter, Co-Borrowers shall maintain all their and all of their Subsidiaries’ primary Collateral Accounts depository and operating accounts and excess cash with Bank or its and Bank’s Affiliates; provided however, so long as Co-Borrowers’ maintain a balance of unrestricted cash with Bank not less than Forty Five Million Dollars ($45,000,000), Co-Borrowers’ may maintain accounts outside of Bank and Bank’s Affiliates in accounts which are subject to a Control Agreement in favor or subject to the UK Security Documents with aggregate balances not to exceed Twenty Five Million Dollars ($25,000,000); provided further that within five (5) Business Days of Collateral Agent Bank's written request following an Event of Default that is continuing or a Cash Collateralization Event, Co-Borrowers shall maintain all their and which accounts shall represent at least fifty percent (50%) all of the dollar value of Borrower’s and such their Subsidiaries’ depository and operating accounts at all financial institutionsand excess cash with Bank and Bank’s Affiliates. (b) In addition, on and after ninety (90) days following the Effective Date, each Co-Borrower and any Subsidiary of a Co-Borrower shall provide Collateral Agent obtain any business credit cards exclusively from Bank, and shall utilize Bank for all its cash management needs, including Letters of Credit. (c) Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that a Co-Borrower or any of its Subsidiaries, at any time maintainsmaintains in the United States, such Co-Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 a Co-Borrower’s, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by such Co-Borrower as such or (ii) other accounts holding no more than One Hundred Thousand Dollars ($100,000) in the Perfection Certificatesaggregate at all such accounts. (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 (b).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts operating, depository and securities/investment 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 (50%) of the dollar value 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 such Subsidiaries’ securities accounts at all financial institutionswith Bank, or SVB Securities. (b) In the event that the aggregate amount of Borrower’s unrestricted cash and Cash Equivalents maintained with Bank and Bank’s affiliates is less than Fifty Million Dollars ($50,000,000.00) at any time, Borrower shall provide Collateral Agent immediately pay to Bank a one-time fee equal to Fifty Thousand Dollars ($50,000.00), which fee shall be deemed to be earned as of the Effective Date. (c) Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, Guarantor at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without the prior written consent of Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such such, (ii) deposit accounts established by Borrower in foreign countries to facilitate commercial transactions conducted in the Perfection Certificates. ordinary course of Borrower’s business and where Borrower reasonably contemplates that the funds in such deposit accounts will be disbursed within thirty (c30) Neither 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 nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained to U.S. Bank Trust National Association in accordance with Sections 6.6(athe terms of the Indenture in effect on the Effective Date, provided that the aggregate amount of such funds does not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) and (b)at any time.

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’ primary Collateral Accounts with Bank operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Affiliates in 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 subject maintained with United States branches of foreign institutions), with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to receive deposits of payment items sent to Borrower’s pre-existing lockbox, provided that (i) National City Bank and Borrower shall, within 30 days after the Effective Date, agree in writing that the proceeds in such account shall be swept to Bank two times per week and provide Bank with a Control Agreement in favor to perfect Bank’s Lien against such account, and (ii) Borrower shall still be required to comply with the terms of Collateral Agent and which accounts shall represent at least fifty percent (50%Section 6.3(c) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionshereof. (b) Borrower shall Without limitation on subsection “a” above, (i) provide Collateral Agent Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, and (ii) for each Collateral Account that Borrower or any of its Subsidiaries, 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 or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 prior written consent of Collateral Agenthereunder. The provisions of “ii” of the previous sentence shall (x) not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent 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 the Perfection Certificates. (cSection 6.8(a) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) above, and (b)z) shall be subject to the terms of Section 6.8(a) above with respect to account number 0985930850 at National City Bank.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts (excluding NewCo and Securities Corp.) operating, depository and securities accounts with Bank and Bank’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 its Affiliates Bank’s Affiliates, cash in accounts which are subject an amount equal to a Control Agreement in favor or greater than the lesser of Collateral Agent and which accounts shall represent at least fifty (x) one hundred percent (50100.0%) of the dollar value of all of Borrower’s and such consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ accounts 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 one (1) clearing account with ▇▇▇▇▇ Fargo, so long as all of the amounts on deposit in such account shall (i) be used exclusively for rebate payments to third parties and (ii) 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. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary and all of its Subsidiaries’ primary Collateral Accounts operating accounts and 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 may maintain its Affiliates accounts with Union Bank so long as (i) all funds in such accounts which are subject transferred to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty percent Bank within five (50%5) Business Days of the dollar value Effective Date, and (ii) all such accounts are closed within ten (10) Business Days of Borrower’s and such Subsidiaries’ accounts at all financial institutionsthe Effective Date. (b) In addition, except for credit cards permitted under clause (i) of Permitted Indebtedness, Borrower shall provide Collateral Agent obtain any business credit cards, letters of credit and cash management services exclusively from Bank. (c) Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to deposit accounts (i) exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such or (ii) accounts of Borrower outside of the United States, provided, however, that the amounts held in such Deposit Accounts shall not (x) at any time, exceed Four Hundred Thousand Dollars ($400,000) (or the Perfection Certificates. (c) Neither Borrower nor equivalent thereof in any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(aforeign currency) and (by) at the end of each calendar month, exceed Three Hundred Thousand Dollars ($300,000) (or the equivalent thereof in any foreign currency).

Operating Accounts. (a) Maintain Maintain, at all times, its primary operating and its Subsidiaries’ primary Collateral Accounts other deposit accounts and securities accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and Bank’s Affiliates, which accounts shall shall, as of the last day of each month, represent at least fifty eighty five percent (5085.0%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. ▇▇▇▇▇▇ may maintain its accounts at Comerica Bank nos. XXXXXXXXXX, XXXXXXXXXX and XXXXXXXXXX (the “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) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such, (ii) the Comerica Accounts for a period of time not to exceed thirty (30) days after the Fourth Amendment Effective Date (or such later date as Bank may, in the Perfection Certificates. its sole discretion, agree in writing) or (ciii) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).that certain Money Market Account at Comerica Bank no. XXXXXXXXX-X.”

Operating Accounts. (a) Maintain Subject to the following sentence, maintain all of its primary and all of its Subsidiaries’ primary operating accounts, the Cash Collateral Accounts Account, and excess cash with Bank or and Bank’s Affiliates, provided that Borrower shall be permitted to maintain its Affiliates existing account with Stifel, as disclosed on the Perfection Certificate, provided that the cash on deposit in such account shall be swept into an operating account in the name of Borrower with Bank on a monthly basis (the “Permitted Account”). In addition to the foregoing, Borrower shall at all times have on deposit in accounts which are subject maintained in the name of Borrower with Bank, cash in an amount equal to a Control Agreement in favor the lesser of Collateral Agent and which accounts shall represent at least fifty (i) one hundred percent (50100.0%) of the dollar Dollar value of Borrower’s and such consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ accounts cash, in the aggregate, at all financial institutions, and (ii) one hundred ten percent (110.0%) of the then-outstanding Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement). 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 time. Borrower shall also conduct all of its primary banking with Bank and Bank’s Affiliates, including, without limitation, letters of credit and business credit cards. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to (i) the Permitted Account, 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain all of its primary and its Subsidiaries’ primary Collateral Accounts domestic operating, deposit and securities accounts with 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 Security Agreement (the “Existing SVB Accounts”) through September 30, 2008, so long as the aggregate amount on deposit in such accounts does not exceed $[ * ] at any time, and no funds or other property are transferred into any such accounts from accounts maintained with the 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 (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsAffiliates. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower establishing any deposit account, securities account, investment account, commodities account or any of its Subsidiaries establishes any Collateral Account similar account at or with any Person 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 its Bank’s Affiliates. In addition, for For each Collateral Account such 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 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 Collateral AgentBank’s Lien in such Collateral Account account in accordance with the terms hereunder prior of this Agreement and the other Loan Documents (each an “Account Control Agreement”). Notwithstanding the foregoing, Borrower may maintain the Existing SVB Accounts for up to fifteen (15) days after the establishment of such Collateral AccountEffective Date, which without being subject to Account Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection CertificatesAgreements. (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 (b).

Operating Accounts. (a) Maintain its primary Borrower shall establish and thereafter maintain all and all of its Subsidiaries’ primary Collateral Accounts operating, depository, and securities accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and Bank’s Affiliates, which accounts shall represent at least fifty seventy-five percent (5075.0%) of the dollar value of Borrower’s and such Subsidiaries’ accounts cash at all financial institutionsinstitutions (excluding cash collateral securing up to one hundred percent (100%) of letters of credit and cash held as a deposit pursuant to a lease for rental property). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall use commercially reasonable efforts to cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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. If Borrower fails to deliver a Control Agreement or other appropriate instrument with respect to such Collateral AgentAccount 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain Subject to the following, maintain all of its primary operating and its Subsidiaries’ primary Collateral Accounts other deposit accounts and securities accounts with Bank or and Bank’s Affiliates: (i) Borrower is permitted to maintain the existing Bank of America, N.A. account number ▇▇▇▇▇▇▇▇▇▇ and the existing TD Bank, N.A. account number 8242351851 (collectively, the “Borrower Bank Accounts”), provided that (A) the Control Agreements are delivered in accordance with the terms of the Post-closing Letter; and (B) such Borrower Bank Accounts shall be closed within sixty (60) days of the Effective Date, and the proceeds of such Borrower Bank Accounts shall be transferred for deposit into an account at Bank. In any event, Borrower shall promptly notify its Affiliates in accounts which are subject Account Debtors to remit payments to Borrower’s Collateral Account maintained at Bank. (ii) Borrower is permitted to maintain its Certificate of Deposit number 8731024878 (the “CD”) at TD Bank, N.A.; provided that (X) within ten (10) days of the Effective Date, Borrower shall deliver a Control Agreement over the Collateral Account holding such CD, in form and substance acceptable to Bank in its sole discretion, subordinate only to the rights and interests of TD Bank, N.A. in such CD; and (Y) within thirty (30) days of the Effective Date, such CD shall either (1) be transferred to an account at Bank or Bank’s Affiliate (and if transferred to Bank’s Affiliate, Borrower will execute a Control Agreement with such Bank Affiliate in favor of Collateral Agent Bank) or (2) be liquidated, and which accounts the proceeds therefrom shall represent be deposited at least fifty percent (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsan account with Bank. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 prior written consent of Collateral Agenthereunder. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (c) Neither Notwithstanding the foregoing, Borrower nor is permitted to maintain its existing Deposit Account #▇▇▇▇▇▇▇ 00 located at Deutsche Bank – ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; provided that such Deposit Account shall not maintain a balance in excess of Seventy-Five Thousand Dollars ($75,000) at any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)time outstanding.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts operating, depository and securities accounts with Bank or and Bank’s Affiliates. Notwithstanding the foregoing, (i) Borrower and its Affiliates in Subsidiaries may maintain accounts which are subject to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty percent (50%) financial institutions outside of the dollar value United States, provided that the aggregate amount of Borrower’s funds in such accounts (in the aggregate for all such accounts together) does not at any time exceed One Million Dollars ($1,000,000.00) (the “Permitted Accounts”) and such Subsidiaries’ (ii) during the Transition Period, Borrower and its Subsidiaries shall be permitted to maintain an aggregate of five (5) accounts at with Bank of America. In addition, Borrower shall conduct all financial institutionsof its letters of credit and foreign exchange banking with Bank. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained In addition to and notwithstanding anything to the contrary in accordance with Sections 6.6(a(a) and (b), at all times prior to the occurrence of the Control Agreement Event, Borrower (individually and not on a consolidated basis) shall have on deposit in its Designated Deposit Account unrestricted and unencumbered cash in an amount equal to at least Sixteen Million Dollars ($16,000,000.00).

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary depository, operating and securities/investment accounts with Bank and/or Bank’s Affiliates with the exception of the Offshore Accounts. Notwithstanding the foregoing, Borrower shall have ninety (90) days after the Effective Date to close all of its Collateral Accounts with Bank or its Affiliates in accounts which are subject the United States not located at Bank, and transfer the proceeds in such Collateral Accounts to a Control Agreement in favor an account of Collateral Agent and which accounts shall represent Borrower at least fifty percent (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsBank. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account not located at Bank and/or Bank’s Affiliates (other than Offshore Accounts) 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in such, and the Perfection Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except described in Section 6.8(a) above during such ninety (90) day transition period, provided, however, if such Collateral Accounts maintained in accordance are not closed within ninety (90) days after the Effective Date, Borrower shall be required to comply with Sections 6.6(athis Section 6.8(b) and (b)for all such Collateral Accounts.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts operating and other deposit accounts and securities accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor and Bank’s Affiliates, with all excess cash and investments maintained with Bank and Bank’s Affiliates; provided that following the occurrence of Collateral Agent and which the Capital Raise, such accounts shall represent at least fifty sixty-five percent (5065%) of the dollar value of Borrower’s and such Subsidiaries’ 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 (which accounts shall be subject to a Control Agreement as required by Section 6.8(b) below). Except for accounts permitted under this Section 6.8(a), all funds 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 with Bank and Bank’s Affiliates. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, at any time maintainsmaintains (including, without limitation, the Existing Accounts), Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary all of Borrower’s and its Subsidiaries’ primary ' (other than MSC and Selecta Russia) operating Collateral Accounts and excess cash with Bank or its and Bank’s Affiliates in accounts Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent Agent. In addition, Borrower shall obtain any letters of credit and cash management services (other than business credit cards) exclusively from Bank. (b) 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 accounts shall represent at least fifty are subject to a Control Agreement in favor of Collateral Agent, cash in an amount equal to the lesser of (i) one hundred percent (50100.0%) of the dollar Dollar value of all of Borrower’s and such 's consolidated cash, including any Subsidiaries’ accounts ', 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. (bc) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. 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 at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral 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 prior written consent of Collateral AgentAgent 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 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 its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (cd) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)6.6.

Operating Accounts. (a) Maintain all of Borrower’s, any of its primary Subsidiaries’, and any Guarantor’s operating accounts, depository accounts and excess cash with 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 ($4,250,000) 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 (the “Transition Accounts”) provided, further, that all amounts in the Transition Accounts shall by transferred into Borrower’s accounts at SVB and the Transition Accounts shall be closed on or prior to the date that is ninety (90) days after the Effective Date, and (ii) Borrower and/or any of its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates shall be permitted to maintain an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in accounts which are subject to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty percent (50%) outside of the dollar value of Borrower’s and such Subsidiaries’ accounts at all United States with financial institutionsinstitutions other than Bank (the “Foreign Accounts”). (b) 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 Collateral Agent five (5) days’ Business Days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank SVB or its SVB’s Affiliates. In addition, for 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 SVB) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral 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 Collateral Agentthe 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent and the Lenders by Borrower as such such, (ii) subject to the limitations set forth in Section 5.7(a) above, the Perfection CertificatesTransition Accounts, or (iii) the Foreign Accounts. (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 (b).

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts domestic operating and other deposit accounts and securities accounts located in the United States with Bank and Bank’s Affiliates; provided that (i) Borrower may maintain its existing deposit accounts at Bank of America, N.A. (the “Existing Accounts”), so long as within ninety (90) days after the Effective Date (or such later date as Bank shall determine, in its Affiliates in accounts which sole discretion), such Existing Accounts are either (i) closed, with all proceeds thereof transferred to an account of Borrower maintained at Bank or (ii) subject to a Control Agreement in favor of Collateral Agent Bank; and which accounts shall represent at least fifty percent (50%ii) until the expiry of the dollar value underlying letters of Borrower’s credit issued by Bank of America, N.A. and such Subsidiaries’ accounts existing on the Effective Date, Borrower may maintain the L/C Cash Collateral Accounts at all financial institutions.Bank of America, N.A. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account located in the United States 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 (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 Collateral AgentBank’s Lien in such Collateral Account (including, without limitation, the Existing Accounts), 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 Collateral AgentBank. The provisions of the previous sentence shall not apply to deposit accounts (i) 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary Borrower’s and its domestic U.S. Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates Affiliates. Notwithstanding the foregoing, (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 held in Collateral Accounts at any financial institution, provided that such Collateral Accounts in the U.S. shall be subject to Control Agreements in favor of, and in form and content reasonably acceptable to, Collateral Agent; and (y) at all times when Borrower’s aggregate Cash on deposit with Bank is less than one hundred twenty percent (120%) 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 which are not subject to Control Agreements, provided that amounts in excess of such amount shall be subject to Control Agreements, or similar, in favor of, 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 (x), above, need not be subject to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty percent (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsAgreement. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. 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 at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral 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 prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, employees and identified to 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 (b).

Operating Accounts. (a) Maintain all of its primary operating and its Subsidiaries’ primary Collateral Accounts other deposit accounts and securities accounts with Bank or 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 Affiliates in accounts which are subject to a Control Agreement in favor with Bank of Collateral Agent and which accounts shall represent at least fifty percent (50%) America, N.A. as disclosed on the Perfection Certificate as of the dollar value of Borrower’s and Effective Date provided that the aggregate balance in such Subsidiaries’ accounts does not exceed Five Hundred Thousand Dollars ($500,000) at all financial institutionsany time. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in such, (ii) Borrower’s account maintained with PayPal as disclosed on the Perfection Certificates. Certificate as of the Effective Date so long as the balance in such account does not exceed Twenty Thousand Dollars (c$20,000) Neither Borrower nor at any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) time, and (b)iii) for up to thirty (30) days after the Effective Date, ▇▇▇▇▇▇▇▇’s accounts maintained with Bank of America, N.A. as disclosed on the Perfection Certificate as of the Effective Date provided that the aggregate balance in such accounts does not exceed Five Hundred Thousand Dollars ($500,000) at any time.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts operating and other deposit accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and Bank’s Affiliates, which accounts shall represent at least fifty eighty-five percent (5085%) of the dollar value of Borrower’s and such Subsidiaries’ operating and other deposit accounts at all financial institutions. Notwithstanding the foregoing, Parent may maintain its accounts with Western Alliance Bank set forth on the Perfection Certificate for up to sixty (60) days after the Effective Date. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor In the case of Collateral Agent and which accounts shall represent at least fifty percent (50%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes Credit Party, not establish any new Collateral Account at or with any Person other than Bank bank or its Affiliatesfinancial institution unless contemporaneously with such establishment, such account is subject to a Control Agreement that is reasonably acceptable to Lender. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, each Credit Party at any time maintains, Borrower or such Subsidiary Credit Party shall cause the applicable bank or financial institution at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentLender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without the prior written consent of Collateral AgentLender. The provisions of the previous sentence two (2) sentences shall not apply to deposit accounts exclusively used for payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrower’sany Credit Party’s 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 its Subsidiaries’, employees Law to the extent such Requirements of Law prohibits the granting of a Lien thereon and identified to Collateral Agent 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 Perfection Certificatesaggregate more than $50,000 and for the first thirty (30) days following the 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. Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or other Investment permitted hereunder to comply with the provisions of this Section 5.6 with regard to accounts of the Credit Parties acquired in connection with such Permitted Acquisition or other Investment. (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 (b).

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts (other 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 its Affiliates Bank’s Affiliates, cash in accounts which are subject an amount equal to a Control Agreement in favor the lesser of Collateral Agent and which accounts shall represent at least fifty (i) one hundred percent (50100.0%) of the dollar Dollar value of all of Borrower’s and such consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ accounts (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 (the “Pacific Western Accounts”). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in ’, if any, depository, operating accounts and securities accounts which are subject 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 may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to a Control Agreement in favor receive deposits of Collateral Agent and which accounts shall represent at least fifty percent (50%) of the dollar value of payment items sent to Borrower’s and such Subsidiaries’ accounts at all financial institutionspre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be required to comply with the terms of Section 6.3(c) hereof. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, 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 or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent 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 proceeds 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 the Perfection Certificates.its entirety: (ca) Neither Minimum Adjusted Quick Ratio. An Adjusted Quick Ratio of at least 1.2 to 1.0 provided that Borrower nor shall 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 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 Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and 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 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: (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 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; provided, further, that for each fiscal year, any Capital Expenditure amount not used by the last day of the respective fiscal year shall be added to the permitted Capital Expenditure amount for the next succeeding fiscal year.” 4 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(d) thereof, in its entirety:

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts ’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or its Affiliates in accounts which are subject to a Control Agreement in favor invested through Bank or an affiliate of Collateral Agent and Bank, which accounts shall represent at least fifty sixty percent (5060%) of the dollar value of Borrower’s and such Subsidiaries’ Subsidiaries accounts at all financial institutionsinstitutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, EMEA shall be permitted to maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, at any time maintainsmaintains in the United States or the United Kingdom, 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 Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

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 its Subsidiaries’ primary Collateral Accounts operating accounts with Bank or its Affiliates in accounts which are Bank’s Affiliates. For the avoidance of doubt, the Loan Parties and their Subsidiaries may maintain other banking relationships, subject to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty percent clause (50%b) of below, so long as the dollar value of Borrowerprimary banking relationship is with Bank or Bank’s and such Subsidiaries’ accounts at all financial institutionsAffiliates. (b) Borrower shall provide Collateral Agent Provide Bank written notice within five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes Business Days after establishing any Collateral Account of any Loan Party at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, Loan Party at any time maintains, Borrower or such Subsidiary Loan Party shall cause the applicable bank or financial institution (other than Bank, but including Bank’s Affiliates) at or with which such 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 Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, such Loan Party’s employees and identified to Collateral Agent Bank by Borrower such Loan Party as 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 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 in on the Perfection Certificates. Certificate (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 (bsuch deposit accounts, “Excluded Accounts”).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts operating, depository and securities/investment accounts with Bank or its and Bank’s Affiliates, provided that accounts in the name of Borrower maintained with Bank and Bank’s Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and which accounts shall represent at least fifty seventy-five percent (5075.0%) 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 Treasury Partners and (ii) one (1) escrow account with Bay Area Escrow Services (escrow number 939822PM), provided that the balance in such account does not at any time exceed Eight Hundred Thousand Dollars ($800,000.00) (the “Escrow Account”). In addition, Borrower shall conduct all of its cash management, letters of credit, and foreign exchange banking with Bank. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or other applicable instrument may not be terminated without the prior written consent of Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts depository, operating, and securities accounts with Bank and Bank’s affiliates, with the exception of accounts maintained with: (i) PNC Bank and Barclays Bank, provided that the maximum aggregate balance of such accounts does not exceed Seventy-Five Thousand Dollars ($75,000.00) at any time, and (ii) Royal Bank of Scotland, provided that the maximum balance of such account does not exceed the lesser of: (a) Five Hundred Thousand Dollars ($500,000.00), 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 (b) ten percent (5010%) of the dollar value of the Borrower’s 's unrestricted consolidated cash (the "RBS Maximum Amount") (collectively, the "Permitted Accounts"). In addition, the Borrower shall, within seven (7) business days following any event in which the balance of the Royal Bank of Scotland exceeds the RBS Maximum Amount, transfer such excess cash to an account of Borrower maintained with Bank and/or Bank's affiliates. Any Guarantor shall maintain all depository, operating and such Subsidiaries’ securities accounts at all financial institutionswith Bank, or SVB Securities. (b) Borrower shall With the exception of the Permitted Accounts, provide Collateral Agent Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Affiliates. In addition, with the exception of the Permitted Accounts for each Collateral Account that Borrower or any of its Subsidiaries, Guarantor at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 prior written consent of Collateral Agenthereunder. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary Within ninety (90) days after the Effective Date (“Bank Account Transition Date”), maintain all of its, and its Subsidiaries’ Subsidiaries and its parent’s primary Collateral Accounts depository accounts and operating accounts (other than its lockbox and collection services accounts) with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and Bank’s Affiliates, which accounts maintained in the name of the Borrower shall represent at least greater than fifty percent (50%) of the aggregate dollar value of Borrower’s and such 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 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 shall be transferred to accounts maintained by Borrower at Bank by 2:00 p.m. on Friday of each week. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such (the “Excluded Accounts”), and (ii) other deposit accounts provided the proceeds held in all such accounts does not exceed Five Hundred Thousand Dollars ($500,000.00) in the Perfection Certificatesaggregate. (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 (b).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in ’, if any, depository, operating accounts and securities accounts which are subject 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 may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to a Control Agreement in favor receive deposits of Collateral Agent and which accounts shall represent at least fifty percent (50%) of the dollar value of payment items sent to Borrower’s and such Subsidiaries’ accounts at all financial institutionspre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be required to comply with the terms of Section 6.3(c) hereof. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, 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 or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank 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 (b)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 proceeds 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:

Operating Accounts. (a) (i) Maintain its primary and its Subsidiaries’ primary Collateral Accounts domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or its Affiliates in accounts which are subject to a Control Agreement in favor invested through Bank or an affiliate of Collateral Agent Bank; and which accounts shall represent at least fifty (ii) maintain not less than sixty percent (5060%) of the dollar value of BorrowerGTTI’s and such Subsidiaries’ its Subsidiaries accounts at all financial institutionsinstitutions 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, 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 (i) closed, with all proceeds in such accounts transferred to a Collateral Account at Bank or Bank’s Affiliates; or (ii) subject to an account control agreement in favor of Bank, in form and substance acceptable to Bank, in its reasonable discretion. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, at any time maintainsmaintains in the United States or the United Kingdom, 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 Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ primary Collateral Accounts and Parent’s operating and other deposit accounts with Bank or its Affiliates Bank; provided, however, the Parent may maintain an account with ▇▇▇▇▇ Fargo so long as the aggregate amount of funds in accounts which are subject to a Control Agreement in favor of Collateral Agent such account does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) at any time. In addition, Borrower, and which accounts all Borrower’s Subsidiaries and Borrower’s Parent, shall represent at least fifty percent (50%) of the dollar value of maintain Borrower’s and such Subsidiaries’ and Parent’s securities accounts at with Bank or 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 immediately preceding sentence, any Guarantor shall maintain all financial institutionsdepository, operating and securities accounts with Bank, or SVB Securities. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower or any of its Subsidiaries, Guarantor at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without the prior written consent of Collateral Agentthe Bank. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (c) Neither On or before April 9, 2012, Borrower nor any shall establish a lockbox with Bank (the “Lockbox”). On or before June 9, 2012, Borrower shall direct each Account Debtor (and each depository institution where proceeds of its Subsidiaries shall maintain any Collateral Accounts are on deposit) to make payments with respect to all Accounts to the Lockbox, except Collateral Accounts maintained in accordance with Sections 6.6(a) and (bas otherwise permitted pursuant to Section 6.11(c).

Operating Accounts. (a) Maintain its primary and its Subsidiaries’ primary Collateral Accounts at all times on deposit with Bank the lesser of (i) Ten Million Dollars ($10,000,000) in cash and Cash Equivalents 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 (ii) eighty percent (5080%) of the aggregate dollar value of Borrower’s and such its Subsidiaries’ cash and Cash Equivalents in accounts at all financial institutions. Notwithstanding the foregoing, for a period of time not to exceed thirty (30) days after the Effective Date, Borrower may instead maintain only Five Million Dollars ($5,000,000) in cash and Cash Equivalents at Bank provided that until Borrower (A) 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 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) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such or (ii) Borrower’s account no. XXXXXXXXXX at XXX Bank so long as the aggregate amount of cash and Cash Equivalents therein does not at any time exceed Three Hundred Thousand Dollars ($300,000). In addition so long as Borrower’s aggregate cash and Cash Equivalents (as reported in the Perfection Certificatesmost recent Monthly Cash Statements) is greater than or equal to Fifty Million Dollars ($50,000,000), Borrower shall 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 most recent Monthly Cash Statements) is less than Fifty Million Dollars ($50,000,000), Borrower shall immediately (i) provide Bank with a fully executed Control Agreement for Borrower’s accounts at XXX Securities or (ii) transfer all funds contained therein to accounts at Bank, Bank’s Affiliates or another financial institution where such accounts are subject to a Control Agreement. (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 (b).

Operating Accounts. (a) Maintain its primary Borrower’s and its Subsidiaries’ primary Collateral Accounts operating accounts, disbursement accounts, and other deposit accounts and securities accounts in the United States with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and Bank’s Affiliates, which accounts shall represent at all times contain at least fifty percent (50%) 60% of the dollar value of Borrower’s and such its Subsidiaries’ accounts at all financial institutionsconsolidated world-wide cash and Cash Equivalents (excluding cash and Cash Equivalents on deposit in the ABN Amro Pledged Account in an amount not to exceed €4,000,000). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account within the United States at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral Account located within the United States 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 Collateral AgentBank’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 Collateral AgentBank. The provisions of the previous sentence shall not apply to 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 its Subsidiaries’, ’s employees and identified to Collateral Agent 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 Perfection Certificates. ABN Amro Pledged Account shall not exceed €4,000,000 and (cii) Neither Borrower nor any of its Subsidiaries shall maintain any the amounts on deposit in such Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (bshall not exceed the maximum amounts indicated on Schedule 6.8(b).

Operating Accounts. (a) Maintain its primary all and all of its Subsidiaries’ primary Collateral Accounts operating, depository and securities accounts with Bank or its Affiliates in accounts which are subject and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to a Control Agreement in favor maintain certificates of Collateral Agent and which accounts shall represent at least fifty percent (50%) of the dollar value of deposit with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank to secure Borrower’s existing letter of credit with ▇▇ ▇▇▇▇▇▇ Chase Bank provided that (x) the maximum balance maintained in such certificates of deposit do not at any time exceed Three Hundred Six Thousand Dollars ($306,000.00) plus accrued interest in the aggregate (the “CD Accounts”), and (y) upon maturity of such Subsidiaries’ accounts at CD Accounts, Borrower shall immediately transfer all financial institutionsfunds in the CD Accounts into an account of Borrower with Bank. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ Business Days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (ai) Maintain its primary and its Subsidiaries’ primary Collateral Accounts with During the Transition Period, maintain at Bank or its Affiliates cash balances in accounts which are subject to a Control Agreement in favor the name of Collateral Agent and which accounts shall Borrower that represent at least fifty not less than eighty-five percent (5085%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutionsinstitutions (the “Required Threshold”), and (ii) upon the expiration of the Transition Period, maintain all of its and 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 the Permitted JPMorgan Account, and (ii) Borrower and Australian Subsidiary shall be permitted to maintain accounts in Australia with JPMorgan Chase Bank, provided that the maximum aggregate balance in all such accounts shall not exceed Two Hundred Fifty Thousand Australian Dollars ($250,000.00) (the “Permitted Australian Accounts”). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for 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 such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’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 Collateral AgentBank. 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 (A) 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, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificatessuch. (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 (b).

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 Collateral Accounts domestic operating and other deposit accounts with Bank; provided that Borrowers shall not be required to maintain with Bank or its Affiliates in (x) any deposit account related to accounts payable services which are subject to a Control Agreement in favor maintained with Bank of Collateral Agent and which accounts shall represent at least fifty percent (50%) America, N.A. as of the dollar value Effective Date and (y) such other accounts as agreed between Bank and Borrowers, so long as the aggregate amount of Borrower’s all such accounts under these clauses (x) and such Subsidiaries’ accounts at all financial institutions(y) does not exceed $5,000,000. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person domestic bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each domestic Collateral Account that Borrower or any of its Subsidiaries, Borrowers at any time maintainsmaintain, Borrower or such Subsidiary Borrowers shall cause the applicable bank or financial institution (other than Bank) at or with which such 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 Collateral AgentBank’s Lien in such domestic 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; provided that Borrowers shall not be required to deliver a Control Agreement for any Collateral AgentAccount 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 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 its Subsidiaries’, Borrowers’ employees and identified to Collateral Agent Bank by Borrower Borrowers as such in the Perfection Certificatessuch. (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 (b).

Operating Accounts. (a) Maintain its primary all of Borrower’s and its each of Borrower’s Subsidiaries’ primary Collateral Accounts operating and investment accounts with Bank SVB 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 (50%) of the dollar value of Borroweras necessary to perfect Collateral Agent’s and Lien in such Subsidiaries’ accounts at all financial institutionsaccounts). (b) Borrower and each of Borrower’s Subsidiaries shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person other than Bank or its AffiliatesSVB. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, Borrower’s Subsidiaries at any time maintains, Borrower or any such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the within 10 days after establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to 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 Borrower’s Subsidiaries’, ’ employees and identified to Collateral Agent by Borrower as such in the Perfection Certificatessuch. (c) Neither Borrower shall not, nor any of its Subsidiaries shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain its all of their primary domestic operating and its Subsidiaries’ primary Collateral Accounts other deposit accounts with Bank or its and Bank’s Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and which accounts shall shall, within forty-five (45) days from the Effective Date, represent at least fifty seventy-five percent (5075%) of the dollar value of Borrower’s Borrowers’ domestic operating and such Subsidiaries’ other deposit accounts at all financial institutions. This Section shall not apply to Borrowers’ investment accounts. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account at or with any Person bank or financial institution other than Bank or its Bank’s Affiliates. In addition, for For each Collateral domestic Deposit Account that of a Borrower or any of its Subsidiariescontaining, at any time maintainstime, a balance of Fifty Thousand Dollars ($50,000) or more, and for each domestic Securities Account, such Borrower shall cause, within forty-five (45) days after the Effective Date (or the later establishment of such Subsidiary shall cause 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 Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, 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 AgentAccount 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 deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Borrower’s, or any of its Subsidiaries’, ’s employees and identified to Collateral Agent Bank by such Borrower as such in the Perfection Certificates. (c) Neither Borrower nor 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 its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) unless an Event of Default has occurred and (b)is continuing hereunder.