Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain all of Borrower's primary operating, depository and securities/investment accounts with SVB and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any time. (b) Provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or SVB's Affiliates. In addition, for each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB), Borrower 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 Agent's Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower's employees and identified to Agent by Borrower as such.

Operating Accounts. (a) Maintain all As of Borrower's the Effective date through August 31, 2014, maintain its and its Subsidiaries’ primary operating, depository Domestic operating and securities/other deposit and investment accounts with SVB Bank and SVBBank’s Affiliates; provided , however, that Borrower may hold up to Eight Million Dollars ($8,000,000) in accounts maintained at financial institutions outside of the United States that are not Bank or Bank's Affiliates which accounts (“Unaffiliated Foreign Financial Institutions”). b) As of September 1, 2014, and at all times thereafter, Borrower shall, and shall represent cause its Subsidiaries to, (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) of the dollar value of maintain Borrower's and its Subsidiaries' ’ primary Domestic operating and other deposit and investment accounts with Bank and Bank’s Affiliates, (ii) ensure that the aggregate Dollar Equivalent maintained in all such accounts under clauses (i) shall at all times equal at least Four Million Dollars ($4,000,000) and (iii) ensure that the Dollar Equivalent of all Borrower’s and its Subsidiaries’ Accounts maintained at either Bank, Bank’s Affiliates or in an account maintained at all times with a financial institution as to which Bank shall have received a Control Agreement shall represent at least 50% of the Dollar Equivalent of Borrower’s and its Subsidiaries’ Accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables)worldwide, and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value last Business Day of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any timeeach month. (bc) Provide Agent Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower shall cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the AgentBank. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Bank by Borrower as such.

Operating Accounts. (a) Maintain all of Borrower's primary operatingits and its Subsidiaries’, depository if any, domestic depository, operating accounts and securities/investment securities accounts with SVB Senior Lender and SVB's Affiliates Senior Lender’s affiliates (and upon payment in full of the Senior Debt, at financial institutions acceptable to Required Purchasers who have entered into Control Agreements in favor of Agent) with all excess domestic funds maintained at or invested through Senior Lender or an affiliate of Senior Lender (and upon payment in full of the Senior Debt, at financial institutions acceptable to Required Purchasers who have entered into Control Agreements in favor of Agent), which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty one hundred percent (30100%) of the dollar value of Borrower's ’s and its Subsidiaries' Guarantor’s accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables)in the United States, and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one sixty percent (5160%) of the dollar value of Borrower's ’s and its each Subsidiaries' ’ accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Senior Lender or an affiliate of Senior Lender (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payablesupon payment in full of the Senior Debt, at financial institutions acceptable to Required Purchasers who have entered into Control Agreements in favor of Agent). In additionNotwithstanding the foregoing, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower (A) EMEA shall be permitted to maintain its existing deposit accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (i) Standard Chartered Bank (the "Payment Processing “Standard Accounts"”), so long as Borrower has provided Agent prior written notice that the aggregate maximum balance of such account(s) and the aggregate amount of cash in such accounts Standard Accounts does not exceed the lesser of (i) Fifty Million Twenty Five Thousand Dollars ($50,000,000)25,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum aggregate amount balance of Sitter Payables, such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time; (B) no later than seventy-five (75) days after the Initial Closing Date (or such later date as Required Purchasers shall determine, in their sole but reasonable discretion), all accounts held by any of PEIRL, PEUSA, PEINC, and PELTD maintained at financial institutions other that Senior Lender or Senior Lender’s Affiliates shall have been (i) closed, with all proceeds in such transferred to a Collateral Account at Senior Lender or one of Senior Lender’s Affiliates; or (ii) subject to an account control agreement in favor of Agent and/or Senior Lender in accordance with the Intercreditor Agreement, in form and substance acceptable to Agent, in its reasonable discretion; and (C) no later than seventy-five (75) days after the Restatement Date (or such later date as Required Purchasers shall determine, in their sole but reasonable discretion), all accounts held by nLayer maintained at financial institutions other that Senior Lender or Senior Lender’s Affiliates shall have been (i) closed, with all proceeds in such transferred to a Collateral Account at Senior Lender or one of Senior Lender’s Affiliates; or (ii) subject to an account control agreement in favor of Agent and/or Senior Lender in accordance with the Intercreditor Agreement, in form and substance acceptable to Agent, in its reasonable discretion. (b) Provide Agent Purchasers five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Senior Lender or SVB's Senior Lender’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens maintains in the United States or maintains (other than accounts at SVB)the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than SVBSenior Lender) 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 Agent's ’s and Purchasers’ Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing the Standard Accounts, and the Commerzbank Accounts, deposit accounts exclusively used for payroll, payroll taxes, Taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Purchasers by Borrower as such.

Operating Accounts. (a) Maintain all of Borrower's primary operating, depository and securities/investment accounts with SVB and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) of the dollar value of Borrower's ’s and its Subsidiaries' ’ Collateral Accounts as disclosed in the Perfection Certificate delivered on the Effective Date in accounts at all financial institutions (excluding cash ear-marked for Borrower's which are, in the case of Collateral Accounts of Borrower and its Subsidiaries' Sitter Payables)any Guarantor, and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower subject to a Control Agreement in favor of Collateral Agent, except to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB extent otherwise permitted under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter PayablesSection 6.6(c). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any time. (b) Provide Notwithstanding anything to the contrary in Section 6.6(a), Borrower and its Subsidiaries shall not maintain cash and Cash Equivalents, in the aggregate, totaling more than the following amounts in Borrower’s Collateral Accounts held at Bank of America, N.A., which are subject to a Control Agreement in favor of Collateral Agent: (i) Six Million Dollars ($6,000,000.00), at all times when the aggregate value of Borrower’s cash and Cash Equivalents held in Borrower’s Collateral Accounts at ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, which are subject to a Control Agreement in favor of Collateral Agent, is equal to or greater than Twenty-Five Million Dollars ($25,000,000.00) and (ii) Four Million Dollars ($4,000,000.00), at all times when the aggregate value of Borrower’s cash and Cash Equivalents held in Borrower’s Collateral Accounts at ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, which are subject to a Control Agreement in favor of Collateral Agent, is less than Twenty-Five Million Dollars ($25,000,000.00). (c) Borrower shall provide Collateral Agent five (5) days days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than any bank or financial institution other than SVB or SVB's Affiliatesthat is not disclosed in the Perfection Certificate delivered on the Effective Date, such Person to be acceptable to Collateral Agent in its reasonable discretion. In addition, for each Collateral Account that Borrower or any Guarantor, at any time opens or maintains (other than accounts at SVB)maintains, Borrower or such Guarantor 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 ’s Lien in such Collateral Account in accordance with the terms hereunderhereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and (1) deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates, (2) deposit accounts securing Indebtedness described in clause (g) of the definition of Permitted Indebtedness, (3) the deposit account of Borrower described in Section 5(c) of the Perfection Certificate and ending in xxx3771 so long as amounts held in such account do not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) and (4) the “master account” of Borrower held at ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated described in Section 5(c) of the Perfection Certificate and ending in xxx03527 so long as such account is at all times a “zero-balance” account (collectively, the “Excluded Accounts”). (d) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a), (b) and (c).

Operating Accounts. (a) Maintain all of Borrower's primary operating, depository and securities/investment accounts with SVB and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) not less than 60% of the dollar value of Borrower's all Unrestricted Cash of Borrower and its Subsidiaries' accounts at all Subsidiaries with banks or financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), located within the United States; and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan AgreementBorrower’s and its Domestic Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least fifty-one percent (51%) % of the dollar value of all of Borrower's ’s and its Subsidiaries' ’ operating and other deposit accounts and securities accounts at all banks or financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any timeinstitutions. (b) Provide Agent Bank five (5) days prior written notice before establishing any Collateral Account within the United States at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates. In addition, for For each Collateral Account located within the United States that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower shall cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Bank by Borrower as such, or to the Borrower’s pledged time deposit maintained with ABN Amro Bank to secure the letters of credit 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 the amounts on deposit in such Collateral Accounts shall not exceed the maximum amounts indicated on Schedule 6.8(b). (c) Notwithstanding (i) the requirement in Section 6.8(a) that all of Borrower’s and its Domestic Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts be maintained with Bank and Bank’s Affiliates; or (ii) the requirement in Section 6.8(b) that Borrower shall cause any bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account; Bank agrees that Borrower shall have ninety (90) days from the Effective Date (or such longer period as Bank may agree to in writing) to close all of Borrower’s and its Domestic Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts located with banks or financial institutions other than Bank and Bank’s Affiliates; provided, however, that with respect to Account No. 5800355702 maintained with LaSalle Bank (the “Existing Lockbox Account”), Borrower shall cause such account to be closed within 120 days from the Effective Date (or such longer period as Bank may agree to in writing) provided that, at all times prior to such closure, Borrower shall cause all deposits in the Existing Lockbox Account to be swept on a daily basis and deposited into a lockbox account, or such other “blocked account”, maintained with Bank; provided further, that at all times from and after the Effective Date, Borrower shall maintain sufficient deposits with Bank and Bank’s Affiliates to comply with the minimum dollar value requirements set forth in clauses (i) and (ii) of Section 6.8(a).

Operating Accounts. (a) Maintain From and after the date not later than sixty (60) days after the Effective Date, maintain all the Collateral Accounts of Borrower's primary operatingthe Loan Parties with Bridge Bank, depository and securities/investment accounts which shall have agreed to execute Control Agreements in favor of Collateral Agent with SVB and SVB's Affiliates which accounts respect to such Collateral Accounts; provided, however Control Agreements shall represent not be required for any 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 Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Disclosure Schedules, (ii) holding less than Fifty Thousand Dollars ($50,000) in the aggregate across all such accounts; (iii) holding cash collateral permitted pursuant to clause (j) of the definition of “Permitted Liens” or (iv) of Subsidiaries that are not Guarantors (collectively, the “Excluded Accounts”); provided that for a period of one hundred eighty (180) days following the Effective Date, Borrower and its Subsidiaries may maintain its existing accounts at Comerica Bank so long as (A) not later than ten (10) Business Day after the Effective Date such accounts are subject to Control Agreements, (B) from and after the Effective Date, all amounts held in such accounts (in each case excluding any such amounts as are sufficient to satisfy outstanding checks issued to unaffiliated Persons in the ordinary course of business and other obligations owed to Comerica Bank with respect to such accounts) are transferred to a Collateral Account at Bridge Bank from time to time, but not less frequently than once per week, and (C) during such one hundred eighty (180) day period, Borrower and its Subsidiaries maintain at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty less than ninety-five percent (3095%) of the dollar value of Borrower's ’s and its Subsidiaries' accounts ’ global cash and cash equivalents in Collateral Accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bridge Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any time. (b) Provide Borrower shall provide Collateral Agent five ten (510) days days’ prior written notice before establishing any Loan Party establishes any Collateral Account at or with any bank or financial institution other than SVB or SVB's AffiliatesAccount. In addition, for each Collateral Account that Borrower any Loan Party, at any time opens or maintains (other than accounts at SVB)maintains, Borrower such Loan Party shall cause Bridge Bank or 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 ’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder, which Control Agreement may not be terminated without hereunder prior to the prior written consent establishment of the Agentsuch Collateral Account. The provisions of the previous sentence shall not apply to Payment Processing Deposit Accounts that are Excluded Accounts. (c) No Loan Party shall maintain any Deposit Account, Securities Account, or Commodity Account, or any other bank account except Collateral Accounts maintained in accordance with this Section 6.6. (d) Borrower shall provide, and deposit accounts exclusively used shall cause each of its Subsidiaries to to provide, Bridge Bank and/or Western Bank with an opportunity to compete for payrollany international banking services required by Borrower and its Subsidiares, payroll taxesincluding, but not limited to, foreign currency wires, ▇▇▇▇▇▇, swaps, FX Contracts, and other employee wage and benefit payments to or for the benefit Letters of Borrower's employees and identified to Agent by Borrower as suchCredit.

Operating Accounts. (a) Maintain all of Borrower's primary operating, depository its and securities/investment accounts with SVB and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions ’ (excluding Securities Corporation) operating accounts and excess cash ear-marked for Borrower's with Bank and its Subsidiaries' Sitter Payables)Bank’s Affiliates, and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. provided that Borrower shall be permitted to maintain its accounts account with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe ▇▇▇▇▇▇▇▇▇▇▇ Holdings (the "Payment Processing Accounts"“▇▇▇▇▇▇▇▇▇▇▇ Account”), so long as provided that the aggregate balance in the ▇▇▇▇▇▇▇▇▇▇▇ Account shall not exceed Five Thousand Dollars ($5,000.00) at any time. In addition to the foregoing, Borrower has shall at all times maintain unrestricted cash in accounts in the name of Borrower with Bank, in an amount equal to the lesser of (x) one hundred percent (100.0%) of the Borrower’s consolidated cash, including any Subsidiaries’ (excluding Securities Corporation’s) cash, in the aggregate and (y) one hundred ten percent (110.0%) of the then then-outstanding Obligations of Borrower to Bank (such amount under clause (y), the “Minimum Threshold”), provided Agent prior written notice that, if at any time the amount of unrestricted cash in accounts in the name of Borrower with Bank is less than the Minimum Threshold, Borrower shall completely liquidate Securities Corporation and transfer all proceeds of such account(s) liquidation into an account in the name of Borrower with Bank. Notwithstanding the foregoing, provided that no Event of Default has occurred and is continuing, at all times in which the aggregate amount of cash in such accounts does not exceed in the lesser name of (i) Fifty Borrower with Bank exceeds Twenty Million Dollars ($50,000,00020,000,000.00) (the “Required Amount”), Borrower shall be permitted to maintain fifty percent (50.0%) of its cash in excess of the Required Amount with other financial institutions. 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 (ii) the maximum aggregate amount Bank’s Affiliates, including, without limitation, letters of Sitter Payables, at any timecredit and business credit cards. (b) Provide Agent Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower shall cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the AgentBank. The provisions of the previous sentence shall not apply to Payment Processing the Excluded Accounts, and deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower's employees and identified to Agent by Borrower as such.

Operating Accounts. (a) Maintain all of Borrower's primary operating’s, depository and securities/investment accounts with SVB and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) any of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions ’ (excluding cash ear-marked for Borrower's and its MSC Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Guarantor’s operating accounts, depository accounts and excess cash with SVB or SVB’s Affiliates; provided, however, notwithstanding the foregoing, Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) and its Subsidiaries may maintain Collateral Accounts outside of the dollar value United States and outside of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe SVB (the "Payment Processing “Foreign Accounts"), ”) so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash maintained at any time in such accounts all Foreign Accounts taken together does not exceed One Million Dollars ($1,000,000). In addition to the foregoing, Borrower shall at all times have on deposit in operating and depository accounts maintained in the name of Borrower with SVB, cash in an amount equal to the lesser of (i) Fifty Million Dollars one hundred percent ($50,000,000)100.0%) of the Dollar value of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ cash, in the aggregate, at all financial institutions, and (ii) one hundred ten percent (110.0%) of the maximum aggregate amount then-outstanding Obligations of Sitter Payables, at any timeBorrower to Agent and the Lenders hereunder. (b) Provide In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor, shall obtain any business credit card, Letter of Credit, and cash management services exclusively from SVB. (c) In addition to and without limiting the restrictions in (a), Borrower shall provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or SVB's ’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower 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 Agent's ’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the AgentLenders. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and (i) deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent and the Lenders by Borrower as such, or (ii) the Foreign Accounts.

Operating Accounts. (a) Maintain all of Borrower's its and its Subsidiaries’ primary operating, depository and securities/investment operating accounts and securities accounts with SVB Bank and SVB's Affiliates Bank’s Affiliates, which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) 85% of the dollar value of Borrower's ’s and its Subsidiaries' such Subsidiaries accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any timeinstitutions. (b) Provide Agent Bank five (5) days prior written notice before establishing Borrower or any of its Subsidiaries establishes or has any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates, if such Collateral Account is not expressly identified on the Perfection Certificate and if Borrower holds a balance of more than $20,000 in such Collateral Account (except that the total of amounts in all Collateral Accounts with a balance of $20,000 or less and as to which written notice of the same is not given to Bank shall not exceed $250,000 in the aggregate). In addition, for each Collateral Account that Borrower or any Guarantor at any time opens or maintains (other than accounts at SVB)maintains, Borrower shall shall, upon Bank’s request, cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and (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 ’s or Guarantor’s employees and identified to Agent Bank by Borrower or Guarantor as such., and (ii) deposit accounts located outside the United States used to facilitate payment of local operating expenses provided that the amount on deposit in any such account described in this clause (ii) shall not exceed, at any time, the amount necessary to fund operating expenses for such jurisdiction for the then current fiscal quarter. Without limiting the generality of the foregoing, Borrower and Bank hereby agree that: (1) no later than 60 days following the Effective Date, Borrower and Guarantor shall cause Wachovia Bank to execute and deliver such a Control Agreement in favor of Bank with respect to the Collateral Accounts of Borrower and Guarantor maintained with Wachovia Bank; and

Operating Accounts. (a) Maintain On or prior to November 30, 2008, close all domestic deposit, operating and security accounts not maintained with Bank or Bank’s Affiliates and transfer all funds therein to Collateral Accounts maintained with Bank or Bank’s Affiliates; provided however that, except for amounts used to pay off the existing debt from Comerica Bank and to pay legal fees and expenses incurred in connection with the documentation and negotiation of Borrower's this Agreement, all Growth Capital Advances shall be deposited into an account with Bank or Bank’s Affiliates and all such funds shall not be transferred to another financial institution. Thereafter, Borrower shall maintain its primary operatingdomestic depository, depository operating and securities/investment securities accounts with SVB Bank and SVB's Affiliates which accounts shall represent Bank’s Affiliates. Notwithstanding the foregoing, (i) Borrower shall not maintain accounts with foreign institutions except for an account in Canada with an aggregate balance not to exceed Two Hundred Thousand Dollars ($200,000) (U.S.) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), any time; and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to ’s foreign Subsidiaries may maintain its accounts with payment processors that service Borrower's marketplace platformforeign institutions with aggregate balances not to exceed Five Hundred Thousand Dollars ($500,000) per Subsidiary; provided that, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser each case of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payablesabove, at any timeBorrower shall deliver to each Lender a monthly statement from each such account. (b) Provide Agent Lenders five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's its Affiliates. In addition, for each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower 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 Agent's each Lender’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accountsaccounts (x) maintained outside the United States and Canada, and deposit accounts or (y) exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Lenders by Borrower as such.

Operating Accounts. (a) Maintain all of Borrower's primary operatingits and its Subsidiaries’, depository if any, domestic depository, operating accounts and securities/investment securities accounts with SVB Senior Lender and SVB's Affiliates Senior Lender’s affiliates (and upon payment in full of the Senior Debt, at financial institutions acceptable to Purchaser who have entered into Control Agreements in favor of Purchaser) with all excess domestic funds maintained at or invested through Senior Lender or an affiliate of Senior Lender (and upon payment in full of the Senior Debt, at financial institutions acceptable to Purchaser who have entered into Control Agreements in favor of Purchaser), which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty one hundred percent (30100%) of the dollar value of Borrower's ’s and its Subsidiaries' Guarantor’s accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables)in the United States, and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one sixty percent (5160%) of the dollar value of Borrower's ’s and its each Subsidiaries' ’ accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Senior Lender or an affiliate of Senior Lender (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payablesupon payment in full of the Senior Debt, at financial institutions acceptable to Purchaser who have entered into Control Agreements in favor of Purchaser). In additionNotwithstanding the foregoing, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower (A) EMEA shall be permitted to maintain its existing deposit accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (i) Standard Chartered Bank (the "Payment Processing “Standard Accounts"”), so long as Borrower has provided Agent prior written notice that the aggregate maximum balance of such account(s) and the aggregate amount of cash in such accounts Standard Accounts does not exceed the lesser of (i) Fifty Million Twenty Five Thousand Dollars ($50,000,000)25,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum aggregate amount balance of Sitter Payables, such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time.; and (B) no later than seventy-five (75) days after the Initial Closing Date (or such later date as Purchaser shall determine, in its sole but reasonable discretion), all accounts held by any of PEIRL, PEUSA, PEINC, and PELTD maintained at financial institutions other that Senior Lender or Senior Lender’s Affiliates shall be (i) closed, with all proceeds in such transferred to a Collateral Account at Senior Lender or one of Senior Lender’s Affiliates; or (ii) subject to an account control agreement in favor of Purchaser and/or Senior Lender in accordance with the Intercreditor Agreement, in form and substance acceptable to Purchaser, in its reasonable discretion; (b) Provide Agent Purchaser five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Senior Lender or SVB's Senior Lender’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens maintains in the United States or maintains (other than accounts at SVB)the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than SVBSenior Lender) 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 Agent's Purchaser’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the AgentPurchaser. The provisions of the previous sentence shall not apply to Payment Processing the Standard Accounts, and the Commerzbank Accounts, deposit accounts exclusively used for payroll, payroll taxes, Taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Purchaser by Borrower as such.

Operating Accounts. (a) Maintain At all times until the Discharge of Borrower's primary operatingObligations, depository and securities/investment accounts with SVB and SVB's Affiliates which accounts the Group Members (other than any SPVs) shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder maintain depository accounts, operating accounts, and no outstanding Advances excess cash and Cash Equivalents with SVB or Growth Capital Advances under the Senior Loan Agreement, its Affiliates such that at least thirty percent (30%) 60% of the dollar value Group Members’ (other than any SPVs) cash and Cash Equivalents are held in accounts maintained with SVB or its Affiliates; provided that, subject to Section ‎5.2, any accounts of Borrower's and its Subsidiaries' accounts at all financial institutions Loan Parties (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), other than Excluded Accounts) not held with SVB shall be subject to a Control Agreement and (iib) at all times when there are either conduct the Group Members’ primary banking services (xincluding, without limitation, letters of credit, ACH and merchant processing services) any outstanding Term Loan Advances owing from Borrower with SVB to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in extent that SVB offers such services on more favorable terms than the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fiftyGroup Members’ then-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any timeexisting primary banking services. (b) Provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or SVB's Affiliates. In addition, for each Collateral Account that Borrower at At any time opens after the date that is 90 days after the Closing Date (or maintains such later date approved by the Administrative Agent) that less than 90% of the aggregate amount of the Group Members’ (other than accounts at SVB)SPVs) cash and Cash Equivalents (including, Borrower shall cause the applicable bank or financial institution without limitation, cash and Cash Equivalents of all Group Members that are not Loan Parties (other than SVBSPVs) at and cash and Cash Equivalents held in Excluded Accounts, but excluding, for the avoidance of doubt, all cash and Cash Equivalents held in accounts solely as a pension fund, escrow or with which reserve (including, 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 Agent's Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower's employees customers), trust, or similar account, in each case, for the benefit of third parties) are held in accounts maintained by a Loan Party that are subject to a Control Agreement, the Borrower shall within thirty (30) days (or such later date as the Administrative Agent may approve in its sole discretion), either (i) cause a sufficient number of Subsidiaries (other than SPVs) which are reasonably acceptable to the Administrative Agent (including for the avoidance of doubt any Foreign Subsidiaries or Immaterial Subsidiaries as may be required to satisfy this Section ‎6.10(b)) as are not then Guarantors to become Guarantors (and identified deliver such documents, certificates and opinions as may be required to secure a perfected first priority Lien in favor of the Administrative Agent and as otherwise reasonably requested by Borrower the Administrative Agent), (ii) transfer cash and Cash Equivalents from accounts of Group Members that are not Loan Parties (other than SPVs) or Excluded Accounts to accounts maintained by Loan Parties and subject to Control Agreements, (iii) designate in writing certain Excluded Accounts maintained by Loan Parties as suchnot being Excluded Accounts or (iv) any combination of the foregoing so that, the combined cash and Cash Equivalents of the Loan Parties held in accounts that are subject to a Control Agreement is equal to or greater than 90% of the aggregate amount of the Group Members’ (other than SPVs) cash and Cash Equivalents.

Operating Accounts. (a) Maintain At all times after January 31, 2009 and prior to implementation of Borrower's the Accordion Feature, maintain Borrowers’ and their Subsidiaries’ primary operating, depository domestic operating and securities/investment other deposit accounts with SVB and SVB's Affiliates Bank which accounts shall represent at least the greater of (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances average monthly balances not less than Three Million Dollars ($3,000,000) or Growth Capital Advances under the Senior Loan Agreement, at least thirty (ii) eighty-five percent (3085%) of the dollar value of Borrower's Borrowers’ and its such Subsidiaries' ’ cash held in deposit or operating accounts at all financial institutions banks. (excluding cash ear-marked for Borrower's b) At all times after implementation of the Accordion Feature, maintain Borrowers’ and its their Subsidiaries' Sitter Payables), ’ primary operating and other deposit accounts with Bank which accounts shall have average monthly balances not less than Three Million Dollars (ii$3,000,000) at all times. (c) At all times when there are either after the date which is thirty (x30) any outstanding Term Loan Advances owing from Borrower to days after the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (Effective Date and for so long as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, Borrowers and Borrowers’ Subsidiaries hold at least fifty-one percent Twenty Million Dollars (51%$20,000,000) of the dollar value in Cash and Cash Equivalents and Investments Available for Sale (determined in accordance with GAAP), Borrowers shall maintain at least Ten Million Dollars ($10,000,000) in any accounts at Bank of Borrower's ’s choosing. Bank and its Subsidiaries' Borrower hereby agree that should Bank’s money market or bank accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In additionhave a ratings decline by a recognized ratings agency, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to instead maintain its accounts such funds in a Money Market Mutual Fund offered by SVB Securities (in which the underlying assets are not associated with payment processors SVB) that service would comply with Borrower's marketplace platform, ’s investment policy. Borrower will also commit to promptly work with Bank to identify other Bank products and services that Borrower could purchase to provide similar value to Bank as such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any timepreviously maintained accounts. (bd) Borrowers agree to promptly evaluate Bank and Bank’s Affiliates asset management products and services for additional investments by Borrowers. (e) Provide Agent Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates. In addition, for For each Collateral Account that a Borrower at any time opens or maintains (other than accounts at SVB)maintains, such Borrower shall cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of a Borrower's ’s employees and identified to Agent Bank by Borrower Borrowers as such.

Operating Accounts. (a) Maintain all of Borrower's primary operating, depository and securities/investment accounts with SVB and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty percent (30%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Dollars ($50,000,000), and (ii) the maximum aggregate amount of Sitter Payables, at any time. (b) Provide Agent five (5) days Business Days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or SVB's AffiliatesSilicon Valley Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Bank of America) and Bank of America Global Capital. In addition, for each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower 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 Agent's ’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and (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 ’s employees and identified to Agent by Borrower as such; (ii) the UK Account, provided that the aggregate amount on deposit in all such account(s) shall not at any time exceed Five Hundred Thousand Dollars ($500,000) and the funds on deposit in such account(s) shall be used exclusively for purposes of funding the operations of the UK Subsidiary (or Borrower’s UK operations) in the ordinary course of business, (iii) the Wachovia Account, provided that the aggregate amount on deposit in such account shall not at any time exceed Two Hundred Thousand Dollars ($200,000) and (iv) joint account #000000304831336 maintained at JPMorgan Chase Bank provided that all monies on deposit therein represent royalties payments remitted pursuant to the terms of the PRF Agreements which monies are automatically debited and remitted to PRF (85%) and Celldex (15%, which monies are remitted by Celldex to Cincinnati Children’s Hospital pursuant to the ▇▇▇▇▇▇ License Agreement). In furtherance of the foregoing, Borrower may continue to maintain Collateral Accounts with Silicon Valley Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Bank of America) and Bank of America Global Capital, provided that Borrower executes and delivers Control Agreements with respect to such Collateral Accounts to perfect Agent’s Lien in such Collateral Accounts within thirty (30) days after the Funding Date.

Operating Accounts. (a) Maintain all of Borrower's its primary and its Subsidiaries’ primary operating, depository depository, and securities/investment accounts with SVB Bank and SVB's Bank’s Affiliates, provided that accounts in the name of Borrower maintained with Bank and Bank’s Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty seventy-five percent (3075.0%) of the aggregate dollar value of Borrower's ’s and its such Subsidiaries' ’ accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables)institutions. In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted conduct seventy-five percent (75.0%) of its cash management, letters of credit and foreign exchange banking with Bank, provided Bank has the ability to maintain its accounts with payment processors that service Borrower's marketplace platform, offer such as PayPal products on competitive terms for current market conditions. (b) In addition to and Stripe (without limiting the "Payment Processing Accounts"restrictions in 6.6(a), so long as Borrower has provided Agent prior written notice shall at all times have on deposit in depository and/or securities accounts in the name of such account(sBorrower with Bank and Bank’s Affiliates unrestricted and unencumbered (other than Liens in favor of Bank) and the cash in an aggregate amount of cash in such accounts does not exceed equal to the lesser greater of (i) Fifty Forty-Eight Million Dollars ($50,000,000), 48,000,000.00) and (ii) the maximum aggregate amount of Sitter Payables, Monthly Cash Burn Amount (the “Minimum Account Threshold”). In the event that at any timetime Borrower’s aggregate balances in said depository and/or securities accounts are less than the Minimum Account Threshold, Borrower shall, promptly (within one (1) Business Day) place on deposit and thereafter maintain at all times as cash collateral in a segregated money market bank account in the name of Borrower and maintained with Bank (the “Pledge Account”), cash in an amount equal to at least one hundred percent (100.0%) of the outstanding principal balance of the Term A Loan (the “Pledge Account Requirement”). Provided no Event of Default then exists, the cash in the Pledge Account shall remain until the time at which Bank confirms that Borrower has delivered evidence satisfactory to Bank in its reasonable discretion that Borrower has maintained the Minimum Account Threshold for a period of thirty consecutive (30) days. For the avoidance of doubt, notwithstanding Section 8.2(a), failure by Borrower to maintain the Minimum Account Threshold shall not, in and of itself, constitute an Event of Default, provided, that Borrower complies with the Pledge Account Requirement as provided in this Section 6.6(b). (bc) Provide Agent Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower shall cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the AgentBank. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Bank by Borrower as such.

Operating Accounts. (a) Maintain all of Borrower's primary operating’s, any of its Subsidiaries’, and any Guarantor’s operating accounts, depository accounts and securities/investment accounts excess cash with SVB or SVB’s Affiliates; provided, however, notwithstanding the foregoing, as long as Borrower has, on or prior to February 10, 2023, transferred at least sixty percent (60.0%) of its cash and Cash Equivalent assets to its deposit accounts at SVB's Affiliates which accounts shall represent , (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under during the Senior Loan Agreementperiod of time from February 10, at least thirty 2023 through April 11, 2023, Borrower may maintain up to forty percent (3040.0%) of the dollar value of Borrower's its cash and Cash Equivalent assets in its Subsidiaries' deposit accounts at all financial institutions HSBC Bank USA, National Association for which Borrower has delivered to Agent a satisfactory Control Agreement in favor of Agent over such accounts, (excluding cash ear-marked for ii) during the period of time from February 10, 2023 through March 12, 2023, Borrower may maintain up to Ten Thousand Dollars ($10,000) in Borrower's and its Subsidiaries' Sitter Payables’s account no. xxxxxxxx1869 at Bank of America (the “BofA Account”), and (iiiii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower may maintain up to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. Borrower shall be permitted to maintain its accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (the "Payment Processing Accounts"), so long as Borrower has provided Agent prior written notice of such account(s) and the aggregate amount of cash in such accounts does not exceed the lesser of (i) Fifty Million Five Thousand Dollars ($50,000,0005,000) in its account ending in 071 at HSBC Canada (the “Permitted HSBC Account”), and (ii) the maximum aggregate amount of Sitter Payables, at any time. (b) Provide In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor, shall obtain any business credit card, letter of credit and cash management services exclusively from SVB. (c) In addition to and without limiting the restrictions in (a), Borrower shall provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or SVB's ’s Affiliates. In addition, for For each Collateral Account (other than the BofA Account and the Permitted HSBC Account, in each case, subject to the requirements set forth in subsection (a)), that Borrower at any time opens or maintains (other than accounts at SVB)maintains, Borrower 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 Agent's ’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing Accounts, and deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower's employees and identified to Agent by Borrower as suchLenders.”

Operating Accounts. (a) Maintain all of Borrower's primary operatingits and its Subsidiaries’, depository if any, domestic depository, operating accounts and securities/investment securities accounts with SVB Senior Lender and SVB's Affiliates Senior Lender’s affiliates (and upon payment in full of the Senior Debt, at financial institutions acceptable to Required Purchasers who have entered into Control Agreements in favor of Agent) with all excess domestic funds maintained at or invested through Senior Lender or an affiliate of Senior Lender (and upon payment in full of the Senior Debt, at financial institutions acceptable to Required Purchasers who have entered into Control Agreements in favor of Agent), which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan Agreement, at least thirty one hundred percent (30100%) of the dollar value of Borrower's ’s and its Subsidiaries' Guarantor’s accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables)in the United States, and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one sixty percent (5160%) of the dollar value of Borrower's ’s and its each Subsidiaries' ’ accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Senior Lender or an affiliate of Senior Lender (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out upon payment in full of the US Bank AccountSenior Debt, must flow through Borrower's accounts at Bank. Borrower financial institutions acceptable to Required Purchasers who have entered into Control Agreements in favor of Agent). (b) Notwithstanding the foregoing, (A) EMEA shall be permitted to maintain its existing deposit accounts with payment processors that service Borrower's marketplace platform, such as PayPal and Stripe (i) Commerzbank (the "Payment Processing “Commerzbank Accounts"”), so long as Borrower has provided Agent prior written notice that the aggregate maximum balance of such account(sCommerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time, or (ii) such other commercially reasonably banks, including RBS, Ulster and Westminister, provided that the aggregate amount maximum balance of cash such bank accounts does not exceed Two Million Dollars ($2,000,000); (B) TiNet and its Foreign Subsidiaries shall be permitted to maintain those deposit accounts in existence on the Restatement Date, provided that the aggregate maximum balance of such accounts does not exceed Seven Million] Dollars ($7,000,000) at any time; (C) no later than one hundred (100) days after the lesser of Restatement Date (or such later date as Required Purchasers shall determine, in their sole but reasonable discretion), all accounts held by NT Network and its Domestic Subsidiaries, if any, maintained at financial institutions other than Senior Lender or Senior Lender’s Affiliates shall have been (i) Fifty Million Dollars ($50,000,000)closed, and with all proceeds in such transferred to a Collateral Account at Senior Lender or one of Senior Lender’s Affiliates; or (ii) subject to an account control agreement in favor of Agent and/or Senior Lender in accordance with the maximum aggregate amount of Sitter PayablesIntercreditor Agreement, at any timein form and substance acceptable to Agent, in its reasonable discretion. (bc) Provide Agent Purchasers five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Senior Lender or SVB's Senior Lender’s Affiliates. In addition, for For each Collateral Account that Borrower at any time opens maintains in the United States or maintains (other than accounts at SVB)the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than SVBSenior Lender) 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 Agent's ’s and Purchasers’ Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the Agent. The provisions of the previous sentence shall not apply to Payment Processing the Commerzbank Accounts, and deposit accounts exclusively used for payroll, payroll taxes, Taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Purchasers by Borrower as such.

Operating Accounts. (a) Maintain all of Borrower's primary operating, depository its and securities/investment all of its Subsidiaries’ operating and other deposit accounts and securities accounts with SVB Bank and SVB's Affiliates which accounts shall represent (i) at all times when there are no outstanding Term Loan Advances hereunder and no outstanding Advances or Growth Capital Advances under the Senior Loan AgreementBank’s Affiliates; provided, at least thirty percent (30%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrower's and its Subsidiaries' Sitter Payables), and (ii) at all times when there are either (x) any outstanding Term Loan Advances owing from Borrower to the Lenders hereunder or (y) any outstanding Advances or Growth Capital Advances (as each is defined in the Senior Loan Agreement) owing from Borrower to SVB under the Senior Loan Agreement, at least fifty-one percent (51%) of the dollar value of Borrower's and its Subsidiaries' accounts at all financial institutions (excluding cash ear-marked for Borrowers' and its Subsidiaries' Sitter Payables). In addition, any disbursements, transfers, distributions or other movements of cash out of the US Bank Account, must flow through Borrower's accounts at Bank. that Borrower shall be permitted to maintain its existing accounts with payment processors that service Borrower's marketplace platformfinancial institutions other than Bank and Bank’s Affiliates, such as PayPal and Stripe (the "Payment Processing “Existing Accounts"”), so long as Borrower has provided Agent prior written notice (X) such Existing Accounts are subject to Control Agreements in favor of such account(sBank and in form and substance reasonably acceptable to Bank, subject to Section 6.12(c); (Y) and the maximum aggregate amount of cash daily balance in such accounts Existing Accounts does not at any time exceed the lesser of (i) Fifty Five Million Dollars ($50,000,0005,000,000.00), ; and (ii) twenty percent (20%) of Borrower total cash; and (Z) on or before September 30, 2018, such Existing Accounts are closed, with the proceeds of such Existing Accounts transferred to an account of Borrower maintained at Bank; provided, further, that Borrower shall be permitted to maintain, and the foregoing requirement shall not apply to, (i) the Excluded Accounts (as hereinafter defined); (ii) one or more ▇▇▇▇▇ cash accounts (the “▇▇▇▇▇ Cash Accounts”), so long as the maximum aggregate amount of Sitter Payables, daily balance in all such ▇▇▇▇▇ Cash Accounts does not at any timetime exceed Fifty Thousand Dollars ($50,000.00); and (iii) one cash deposit account maintained at PJC (the “PJC Account”), so long as the cash in such PJC Account is promptly, and in any event within two (2) Business Days, transferred to an account of Borrower maintained at Bank. (b) Provide Agent Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB Bank or SVB's Bank’s Affiliates. In additionSubject to Section 6.12(c), for each Collateral Account that Borrower at any time opens or maintains (other than accounts at SVBincluding, without limitation, the Existing Accounts), Borrower shall cause the applicable bank or financial institution (other than SVBBank) 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 Agent's Bank’s Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the AgentBank. The provisions of the previous sentence shall not apply to Payment Processing (i) the ▇▇▇▇▇ Cash Accounts, ; (ii) the PJC Account; (iii) deposit accounts exclusively used for Borrower’s credit cards; and (iv) deposit accounts exclusively used for payroll, payroll taxes, Taxes and other employee wage and benefit payments to or for the benefit of Borrower's ’s employees and identified to Agent Bank by Borrower as suchsuch (such accounts being the “Excluded Accounts”).” 2.6 Section 12.1 (Successor and Assigns). Section 12.1 is amended in its entirety and replaced with the following: