Common use of Deposit Accounts and Securities Accounts Clause in Contracts

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account located in the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement (other than payroll accounts), where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunder.

Deposit Accounts and Securities Accounts. The Loan Parties Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have any Permitted Cash Investments, cash or Equity Interests in any single control over a Deposit Account or a Securities Account located in the United States, Canada or any Property deposited therein. Each Borrower and each other jurisdiction where security interests in such accounts can be perfected by agreement Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than payroll accounts)an Excluded Account) and, where with the balance in such Deposit Account or Securities Account is in excess consent of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order Administrative Agent, will amend Schedule 8.5 to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that reflect same. Each Borrower shall (i) request in the case of any Permitted Cash Investmentswriting and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) deposit or cause to be deposited promptly, and in any event no later than the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following first Business Day after the date such acquisition is consummated. The aggregate amount of receipt thereof, all Permitted Cash Investmentscash, cash and Equity Interests checks, drafts or other similar items of payment relating to or constituting payments made in all Deposit Accounts respect of any and all Securities Accounts owned by the Loan Parties for which ABL Priority Collateral (whether or not otherwise delivered to a Control Agreement has not been delivered shall not exceed $200,000 at any timelockbox) into one or more Dominion Accounts. Notwithstanding the foregoing, the proceeds All Net Proceeds of the Third Tranche advanced by the Lender on the Closing Date and sale or other disposition of any Additional Tranches advanced thereafter ABL Priority Collateral, shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, directly into the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunderapplicable Dominion Accounts.

Deposit Accounts and Securities Accounts. The Loan Parties will Borrower shall, and shall cause each Credit Party to: (a) commencing with the date that is 60 days after the Amendment No. 2 Effective Date (or such later date agreed to by the Administrative Agent in its sole discretion), maintain all deposit accounts with a Lender and subject to Account Control Agreements and all securities accounts subject to Account Control Agreements; provided that, this clause (a) shall not apply to (i) deposit accounts used solely for xxxxx cash and which have deposits of less than $500,000 in the aggregate at any time, (ii) Excluded Accounts and (iii) Acquired Deposit Accounts or any securities account acquired, or held by any Person acquired, under an Acquisition permitted hereunder for a period of 90 days after completion of such Acquisition, and (b) deposit all proceeds of Eligible Receivables which were considered in calculating the then effective Borrowing Base into one or more deposit accounts that are subject to Account Control Agreements, or if prior to the required deadline provided in the preceding clause (a), into one or more deposit accounts with Xxxxx Fargo; provided that, this clause (b) shall not apply to any Eligible Receivable acquired by, or generated by any business or Person that is acquired by and becomes, a Credit Party in connection with a Permitted Cash InvestmentsAcquisition to the extent proceeds of such Eligible Receivable are deposited in Acquired Deposit Accounts during the 90-day period provided for in the definition thereof. The Borrower, cash for itself and on behalf of its Subsidiaries that are Credit Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks pursuant to any Account Control Agreement under any one or Equity Interests more of the following circumstances: (i) following an Event of Default and (ii) if the Administrative Agent reasonably determines, in good faith after confirmation by the Borrower, that a requested transfer by the Borrower or any single Deposit Account other Credit Party, as applicable, is a request to transfer any funds from any deposit account to any other deposit account of the Borrower or Securities Account located any other Credit Party that is not permitted under this Section 5.13. (i) Section 6.1 (Debt) of the Credit Agreement is hereby amended to (i) amend and restate clause (j) therein as follows, (ii) delete the word “and” at the end of clause (p), (iii) delete the period at the end of clause (q) and replace it with a semi-colon followed by the word “and”, (iv) insert a new clause (r) as follows and (v) replace the reference to “clauses (b) and (k)” in the last sentence of Section 6.1 with a reference to “clauses (b), (j)(ii) and (k)”: (j) Debt (i) incurred under overdraft lines of credit outstanding on the Amendment No. 2 Effective Date and listed on Schedule 6.1(j) and extensions, refinancings, refundings, replacements and renewals of any such Debt, subject to the last sentence of this Section 6.1, in each case, made available for the purpose of supporting the operations of any Foreign Restricted Entity in the United StatesKingdom, Canada Canada, Singapore, Dubai, Germany or any other jurisdiction where security interests in such accounts can be perfected by agreement (other than payroll accounts), where the balance in such Deposit Account or Securities Account that is in excess of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into not a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity InterestsSanctioned Entity; and (ii) incurred under overdraft lines of credit made available for the requirements purpose of this proviso will not apply to supporting the operations of any Deposit Account Foreign Restricted Entity in Saudi Arabia or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following China; provided that, the date such acquisition is consummated. The aggregate outstanding principal amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered such Debt permitted under this clause (j)(ii) shall not exceed $200,000 3,000,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunder.;

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted Cash Investments, cash or Equity Interests Each Grantor shall cause each bank and other financial institution with an account referred to in any single Deposit Account or Securities Account located in the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement Schedule 7 hereto (other than payroll accountswith respect to Excluded Accounts) on or prior to the ninetieth (90th) day after the Effective Date (or such later date agreed to (a) by the Collateral Agent in its reasonable discretion so long as such later date is not more than 60 days after such 90th day or (b) by the Required Secured Parties in their reasonable discretion if such later date is more than 60 days after such 90th day), where to execute and deliver to the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into Collateral Agent a Control Agreement Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such bank or similar agreement governing financial institution, or enter into other arrangements in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such Deposit Account or Securities Account in order institution shall irrevocably agree (unless otherwise agreed to perfect (and further establish) by the security interests in favour of Lender under the Security Documents in such Permitted Cash InvestmentsCollateral Agent), cash or Equity Interestsamong other things, except that (i) it will comply at any time with the instructions originated by the Collateral Agent (or its designee appointed pursuant to the Intercreditor Agreement) to such bank or financial institution directing the disposition of cash, securities, Investment Property and other items from time to time credited to such account, without further consent of such Grantor, which instructions the Collateral Agent (or its designee appointed pursuant to the Intercreditor Agreement) will not give to such bank or other financial institution in the case absence of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days a continuing Event of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; Default and (ii) all cash, securities, Investment Property and other items of such Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor of the requirements Collateral Agent (or its designee appointed pursuant to the Intercreditor Agreement; provided that, if an account subject to this Section 4.11 is maintained with the Collateral Agent or another Lender (or one of their Affiliates), the form and substance of the Control Agreement (or any other arrangements entered into pursuant to this Section 4.11) respecting such account must be reasonably satisfactory to the Required Secured Parties. The provisions of this proviso will Section 4.11 shall not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunderExcluded Accounts.

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted Cash InvestmentsOn and after the date which is thirty (30) days after the Closing Date, cash or Equity Interests in any single Deposit Account or Securities Account located in the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement (other than payroll accounts), where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such each Loan Party shall maintain all of its and the applicable all of its Subsidiaries’ operating and other deposit accounts and securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investmentsaccounts with SVB and/or SVB’s Affiliates; provided, cash or Equity Interests, except that (i) Borrower may maintain a xxxxx cash account (#135380) with Lafayette Bank and Trust (“Lafayette Bank”) in Lafayette, Indiana (the “Lafayette Account”) provided that the aggregate amount on deposit in the Lafayette Account shall not exceed $10,000 at any time (other than in connection with the receipt into such account of payments of up to $5,000,000 in connection with the Therapeutic Discovery Project Credit program, provided that Borrower shall cause such monies to be transferred to an account maintained by Borrower with SVB or an Affiliate of SVB that is subject to an Account Control Agreement within three (3) Business Days of receipt thereof), (ii) Borrower may maintain a certificate of deposit (account #00000000) with Lafayette Bank (the “Lafayette Cash Collateral Account”) as cash collateral for the benefit of Lafayette Bank, provided, that (a) the aggregate principal balance of such certificate of deposit shall not exceed $500,000 at any time, (b) the aggregate amount of indebtedness which is secured by amounts on deposit in the Lafayette Cash Collateral Account shall not at any time exceed $19,000, and (c) Borrower shall cause all monies on deposit or invested in the Lafayette Cash Collateral Account to be transferred to an account maintained by Borrower with SVB or an Affiliate of SVB that is subject to an Account Control Agreement within three (3) Business Days of payment in full the indebtedness secured by such monies, and (iii) Borrower may maintain account #9000088096 with Lafayette Bank and account #00000000 with First Merchants Trust provided that such accounts are closed on or prior to the date which is thirty (30) days after the Closing Date and all assets therein are transferred to an account maintained by Borrower with SVB or an Affiliate of SVB that is subject to an Account Control Agreement. Other than with respect to the Flexible Spending Account, the Lafayette Cash Collateral Account and other deposit accounts established and in fact used solely to fund current payroll and current withholding taxes (“Excluded Accounts”), no Loan Party shall directly or indirectly maintain or establish any deposit account or securities account, unless Agent, the applicable Loan Party or Loan Parties and the depository institution or securities intermediary at which the account is or will be maintained enter into a deposit account control agreement or securities account control agreement, as the case may be, in form and substance satisfactory to Agent (an “Account Control Agreement”) (which agreement shall provide that such depository institution or securities intermediary shall comply with all instructions of Agent without further consent of such Loan Party or Loan Parties, as applicable, including, without limitation, an instruction by Agent to follow a notice of exclusive control or similar notice (such notice, a “Notice of Exclusive Control”)), prior to or concurrently with the establishment of such deposit account or securities account (or in the case of any Permitted Cash Investmentssuch deposit account or securities account maintained as of the date hereof, cash or Equity Interests in any single Deposit Account or Securities Account in existence on prior to the date that is thirty (30) days after the Closing Date, such Loan Party will within sixty (60) days ). Agent may give a Notice of the Closing Date enter into a Exclusive Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply with respect to any Deposit Account deposit account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account securities account at any time shall constitute at which an Event of Default hereunderhas occurred and is continuing.

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted A. No later than November 7, 2012 (or such later date approved by the Administrative Agent) each Credit Party shall (i) deposit all of its Cash Investments, cash in deposit accounts that are maintained with one or Equity Interests in any single Deposit Account more of the Lenders or Securities Account located their Affiliates except for (x) Cash in the United Statesaggregate not to exceed, Canada together with any Cash Equivalents not maintained in securities accounts with one or more of the Lenders or their Affiliates, $5,000,000 at any time and (y) zero-balance accounts for the purpose of managing local disbursements and payroll, withholding tax and other jurisdiction where security interests in such fiduciary accounts can be perfected by agreement and (ii) maintain all of its Cash Equivalents (other than payroll accountsany treasury stock of Holdings) in securities accounts that are maintained with one or more of the Lenders or their Affiliates, other than Cash Equivalents (other than any treasury stock of Holdings) the aggregate value of which does not exceed, together with any cash not maintained in deposit accounts with one or more of the Lenders or their Affiliates, $5,000,000 at any time and (iii) deliver to the Administrative Agent a written schedule setting forth each money market account, deposit account and securities account which is maintained by the Borrower as of such date as a “concentration account” or for cash management concentration purposes (including, without limitation, the money market account at Florida Community Bank, if then still in existence, but excluding the Borrower’s securities account with Xxxxxxx Sachs), where regardless of the balance maintained in such Deposit Account account, including the account numbers, the names of the depositary or Securities Account other financial institution where such account is in excess of $100,000 maintained; provided, however, that the foregoing requirements shall not apply to any Cash or Cash Equivalents maintained at any one time unless such Loan Party an Alternative Cash Management Bank and the applicable securities intermediary or deposit-taking institution have entered into subject to a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect accordance with subsection 6.11B below. The Borrower shall provide an updated schedule including all of the information described in clause (and further establishiii) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will above within sixty (60) days following any changes in such information. The Borrower and each Credit Party hereby irrevocably authorizes each Lender and Affiliate of such Lender at which any money market accounts, deposit accounts or securities accounts of any Credit Party are maintained to provide the Administrative Agent, upon request therefor by the Administrative Agent, the account name, account number, current balance, transaction activity and transaction history with respect to any such account. B. If at any time any Cash Management Lender is a Non-Funding Lender, the Borrower shall promptly notify the Administrative Agent as to whether any Lender or any Affiliate of any Lender that is not a Non-Funding Lender or an Affiliate of a Non-Funding Lender (each such Lender or Affiliate, a “New Cash Management Bank”) is willing and able to accept the transfer of all of the Closing Date enter into Cash or Cash Equivalents of the Credit Parties held by such Non-Funding Lender. If a Control Agreement or similar agreement governing New Cash Management Bank exists at such Deposit Account or Securities Account time, the Borrower shall transfer all of such Cash and Cash Equivalents held by such Non-Funding Lender as promptly as possible and in order to perfect any event no later than ninety (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (6090) days following the date that the applicable Cash Management Lender became a Non-Funding Lender (the “Applicable Date”) to such acquisition is consummatedNew Cash Management Bank. If no New Cash Management Bank exists at such time, the Borrower shall transfer all of such Cash and Cash Equivalents held by such Non-Funding Lender as promptly as possible and in any event no later than forty five (45) days following the Applicable Date to one or more financial institutions reasonably acceptable to the Administrative Agent (any such financial institution, an “Alternative Cash Management Bank”). The aggregate amount Credit Parties shall ensure that any accounts held by an Alternative Cash Management Bank in accordance with the immediately preceding sentence shall be subject to an agreement, in form and substance satisfactory to the Administrative Agent, among the Administrative Agent, the Alternative Cash Management bank and the Credit Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Administrative Agent (a “Control Agreement”). C. Each other Lender hereby agrees to act as agent for the purpose of all Permitted Cash Investmentsperfecting Liens securing the Obligations , cash for the benefit of the Administrative Agent, the Secured Parties and Equity Interests the Secured Parties under and as defined in the Second Lien Credit Agreement (each of which beneficiary thereof is hereby deemed to have appointed such Lender for such purposes), in all Deposit Accounts deposit accounts from time to time maintained by such Lender and in all Securities Accounts owned funds from time to time on deposit therein, in all rights with respect thereto, and in all proceeds thereof. Each such Lender and the Borrower hereby confirm that, as such agent, such Lender shall constitute a “Secured Party” with respect to such Liens for purposes of Section 9-104(a)(1) of the applicable UCC. To the extent any deposit accounts are maintained by any Affiliate of a Lender, such Lender hereby agrees to cause such Affiliate to enter into a written agreement reasonably satisfactory to the Loan Parties Administrative Agent providing that such Affiliate shall act as agent for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoingpurpose of perfecting Liens for the benefit of the Administrative Agent, the Secured Parties and the Secured Parties under and as defined in the Second Lien Credit Agreement, in deposit accounts maintained by such Affiliate and in all funds from time to time on deposit therein, in all rights with respect thereto, and in all proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunderthereof.

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted Cash InvestmentsTo further secure the prompt payment and performance of all Obligations, cash or Equity Interests each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in any single and Lien upon all of such Borrower’s right, title and interest in and to each Deposit Account or and Securities Account located of such Borrower (excluding funds held in the United States, Canada trust or escrow) and any deposits or other jurisdiction where security interests sums (excluding funds held in such accounts can be perfected by agreement (other than payroll accounts), where the balance in trust or escrow) at any time credited to any such Deposit Account or Securities Account is Account, including any sums (excluding funds held in excess of $100,000 at trust or escrow) in any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Dominion Account or Securities Account in order any accounts into which such sums are swept, including the Agent Payment Account; provided, however, that unless a Cash Dominion Trigger Event has occurred and is continuing, Borrowers may maintain on deposit with financial institutions other than Agent and its Affiliates (a “Non-Agent Deposit Account”) up to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) $2,000,000 in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all such Non-Agent Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 at any time, which such Non-Agent Deposit Accounts shall not be subject to the security interest or control of Agent. Notwithstanding the foregoing, the Borrowers will cause all proceeds of accounts receivable to be forwarded to a lockbox or, with Agent’s consent, deposited into a special account, blocked account or other deposit account with respect to which the Third Tranche advanced by the Lender on the Closing Date depository bank has entered into a written agreement with Agent granting to Agent a security interest in, and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certaintycontrol over, the transfer of funds from time to time on deposit therein (each, a “Dominion Account”). Each Borrower and Guarantor will authorize and direct each bank or other depository to deliver to the Agent Payment Account, in accordance with Sections 8.4.1 and 8.4.2, all or balances in each Dominion Account maintained by such Borrower with such depository for application to the Obligations then outstanding. During a Cash Dominion Trigger Event, each Borrower irrevocably appoints Agent as such Borrower’s attorney-in-fact to collect such balances to the extent any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereundersuch delivery is not so made.

Deposit Accounts and Securities Accounts. The Loan Parties Each of the Obligors will not have any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account located in any province of Canada (if Canada or such provinces has adopted any law requiring a Control Agreement or similar agreement to perfect a Lien in any Deposit Account or Securities Account or making such method a superior form of perfection) or the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement States (other than payroll accounts), where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such Loan Party Obligor and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of the Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Funding Date, such Loan Party each Obligor, as applicable, will within sixty (60) days of the Closing Funding Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of the Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Permitted Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties each Obligor for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunder.

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted Cash InvestmentsOn and after the date which is thirty (30) days after the Closing Date, cash or Equity Interests in any single Deposit Account or Securities Account located in the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement (other than payroll accounts), where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such each Loan Party shall maintain all of its and the applicable all of its Subsidiaries’ operating and other deposit accounts and securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investmentsaccounts with SVB and/or SVB’s Affiliates; provided, cash or Equity Interests, except that (i) Borrower may maintain a xxxxx cash account (#135380) with Lafayette Bank and Trust (“Lafayette Bank”) in Lafayette, Indiana (the “Lafayette Account”) provided that the aggregate amount on deposit in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Lafayette Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 10,000 at any time (other than in connection with the receipt into such account of payments of up to $5,000,000 in connection with the Therapeutic Discovery Project Credit program, provided that Borrower shall cause such monies to be transferred to an account maintained by Borrower with SVB or an Affiliate of SVB that is subject to an Account Control Agreement within three (3) Business Days of receipt thereof), (ii) Borrower may maintain a certificate of deposit (account #00000000) with Lafayette Bank (the “Lafayette Cash Collateral Account”) as cash collateral for the benefit of Lafayette Bank, provided, that (a) the aggregate principal balance of such certificate of deposit shall not exceed $500,000 at any time. Notwithstanding , (b) the foregoingaggregate amount of indebtedness which is secured by amounts on deposit in the Lafayette Cash Collateral Account shall not at any time exceed $19,000, and (c) Borrower shall cause all monies on deposit or invested in the proceeds Lafayette Cash Collateral Account to be transferred to an account maintained by Borrower with SVB or an Affiliate of SVB that is subject to an Account Control Agreement within three (3) Business Days of payment in full the Third Tranche advanced indebtedness secured by such monies, (iii) Borrower may maintain account #9000088096 with Lafayette Bank and account #00000000 with First Merchants Trust provided that such accounts are closed on or prior to the Lender on date which is thirty (30) days after the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts assets therein are transferred to an account maintained by Borrower with SVB or an Affiliate of SVB that are is subject to an Account Control Agreements andAgreement and (iv) EU Holdco may maintain accounts with ABN Amro, for certainty, provided that the transfer aggregate principal balances of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account such accounts shall not at any time shall constitute an Event of Default hereunderexceed $2,000,000 (or the € EURO equivalent), less all operating expenses paid by EU Holdco on and after July 19, 2011.

Deposit Accounts and Securities Accounts. The Loan Parties will not have Each Grantor shall maintain at all times following the date hereof all of its Deposit Accounts and Securities Accounts (other than Excluded Accounts) with a depository bank or Securities Intermediary or any Permitted Cash Investmentsother financial institution that has entered into a Control Agreement; provided that (i) no Control Agreement shall be required for any Excluded Account, cash or Equity Interests (ii) subject to the forgoing clause (i), Control Agreements required to be delivered under this Section 4.13 with respect to Deposit Accounts and Securities Accounts existing as of the date hereof shall be promptly delivered (but in any single event no later than 180 days after the Effective Date (or such later date to which the ABL Administrative Agent may agree)) by such Grantor, (iii) Control Agreements required to be delivered under this Section 4.13 with respect to Deposit Accounts or Securities Accounts acquired or formed after the date hereof or Deposit Accounts or Securities Accounts, which cease to constitute Excluded Accounts after the date hereof shall be delivered within thirty (30) days of such acquisition, formation or cessation (or such later date to which the Agent may reasonably agree), (iv) no Control Agreement shall be required for any Deposit Account or Securities Account located in (1) to the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement (other than payroll accounts), where extent the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered funds on deposit therein are swept on a daily basis into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which subject to a Control Agreement has not been delivered or (2) so long as the ABL Collateral Agent is acting as gratuitous bailee and non-fiduciary agent for the Agent (for benefit of the Notes Secured Parties) pursuant to the terms of the Intercreditor Agreement; provided that, notwithstanding this clause (iv)(2), each applicable Grantor shall use its commercially reasonable efforts to have the Agent be a party to any such Control Agreement. The Agent agrees with each Grantor that the Agent shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches give notice to any other depositary under any control, blocked account or similar agreement in respect of a Deposit Account at any time shall constitute or Securities Account unless an Event of Default hereunderhas occurred and is continuing.

Deposit Accounts and Securities Accounts. (a) The Loan Parties will Grantors shall have Control Agreements executed and delivered to the Collateral Agent by all depositary banks and securities intermediaries with which the Grantors maintain Deposit Accounts or Securities Accounts on the Restatement Effective Date (except for the Securities Account with Comerica Securities and the Securities Account with Key Bank listed on the Perfection Schedule as of the date hereof); provided that the Grantors shall not be required to have Control Agreements executed and delivered for Deposit Accounts that do not at any Permitted Cash Investmentstime contain any deposits other than those exclusively used for (i) payroll, cash payroll taxes and other wage or Equity Interests in benefit payments to or for the benefit of employees of one or more of the Grantors or (ii) disbursements. (b) No Grantor shall open any single additional Deposit Account (other than a Deposit Account for which no Control Agreement is required under paragraph (a) of this Section) or Securities Account located in after the United StatesRestatement Effective Date unless such Grantor shall notify the Collateral Agent thereof and either (i) cause the depositary bank or securities intermediary, Canada as the case may be, to agree to comply with instructions from the Collateral Agent to such depositary bank or any other jurisdiction where security interests in such accounts can be perfected by agreement (other than payroll accounts), where securities intermediary directing the balance in disposition of funds or securities from time to time credited to such Deposit Account or Securities Account is in excess Account, without further consent of $100,000 at such Grantor or any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into other Person, pursuant to a Control Agreement reasonably satisfactory to the Collateral Agent and the Borrower, or similar agreement governing (ii) arrange for the Collateral Agent to become the customer of the depositary bank or securities intermediary with respect to the Deposit Account or Securities Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash sell or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests otherwise dispose in any single Deposit Account or way of securities from such Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummatedAccounts. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by Collateral Agent agrees with each Grantor that the Loan Parties for which a Control Agreement has not been delivered Collateral Agent shall not exceed $200,000 at give any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and such instructions or withhold any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all withdrawal or sale rights from any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute Grantor unless an Event of Default hereunderhas occurred and is continuing, or, after giving effect to any such withdrawal or sale, would occur.

Deposit Accounts and Securities Accounts. The Loan Parties will not have any Permitted Cash Investments(i) No later than the First Deadline, cash or Equity Interests in any single the Grantors shall cause each Deposit Account or Securities that is not an Excluded Account located as of the First Deadline (applying the threshold set forth in subclause (f)(i) of the United Statesdefinition of “Excluded Account”) to be subject to an Account Control Agreement. No later than the Second Deadline, Canada or any other jurisdiction where security interests the Grantors shall cause each additional Deposit Account that is not an Excluded Account as of the Second Deadline (applying the threshold set forth in such accounts can subclause (f)(ii) of the definition of “Excluded Account”) to be perfected by agreement subject to an Account Control Agreement. Thereafter, each Grantor shall cause each Deposit Account (other than payroll accounts), where the balance in such Deposit any Excluded Account) to at all times be subject to an Account or Control Agreement. (ii) The Grantors will use commercially reasonable efforts to cause each Securities Account is (other than any Excluded Account) with an average trailing monthly balance in excess of $100,000 at 5.0 million to be subject to an Account Control Agreement. (iii) At any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investmentstime, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply with respect to any Deposit Account or Securities Account that is required not subject to an Account Control Agreement, the Grantors may, following consultation with the Collateral Agent, appoint a sub-collateral agent which shall be a bank or trust company with a combined capital and surplus of at least $50.0 million (“Sub-Collateral Agent”) pursuant to a separate agreement among the Grantors and such Sub-Collateral Agent for the purposes of entering into such Account Control Agreement as agent on behalf of the Secured Parties; provided, that each Sub-Collateral Agent shall enter into a supplement to this Agreement with the applicable Grantor that grants a security interest in the Collateral subject to such Account Control Agreement to such Sub-Collateral Agent for the benefit of the Secured Parties. The Company and each Holder of a Note (by its acceptance thereof) hereby agrees that each Sub-Collateral Agent shall be entitled to all indemnitees and limitations on liabilities provided under this Agreement and the Indenture with respect to any matters relating in any way to any Account Control Agreement (and related Deposit Account or Securities Account) entered into by such Sub-Collateral Agent pursuant hereto. A Sub-Collateral Agent may not foreclose on, or withdraw funds from, a Deposit Account or Securities Account that is subject to an Account Control Agreement without the consent of the Collateral Agent. If any Sub-Collateral Agent shall withdraw any money from a Deposit Account or Securities Account that is subject to an Account Control Agreement to which the Sub-Collateral Agent is a party, then such Sub-Collateral Agent shall forthwith first, apply such money to the payment of all costs and expenses incurred by the Sub-Collateral Agent in connection with a Qualified Acquisition until sixty (60) days following such Account Control Agreement, including all court costs and the date fees and expenses of its agents and legal counsel and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy under such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Account Control Agreement has not been delivered and second, deliver the remainder of such money to the Collateral Agent for application in accordance with Section 4.02 hereof. (iv) The Collateral Agent agrees with each Grantor that the Collateral Agent shall not exceed $200,000 at give any time. Notwithstanding instructions directing the foregoing, the proceeds disposition of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject funds or Securities Entitlement from time to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches time credited to any other Deposit Account at or Securities Account or withhold any withdrawal rights from such Grantor with respect to funds from time shall constitute to time credited to any Deposit Account or Securities Account unless an Event of Default hereunderhas occurred and is continuing. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a bank or securities intermediary exercising its control over any Deposit Account or Securities Account subject to an Account Control Agreement such Grantor shall not give any instructions or orders with respect to such Deposit Account or Securities Account including, without limitation, instructions for distribution or transfer of any funds or Securities Entitlement in such Deposit Account or Securities Account. Regardless of whether an Event of Default has occurred and is continuing, neither the Collateral Agent nor any Sub-Collateral Agent shall be under any obligation to provide any “notice of sole control” or similar notice with respect to any Deposit Account or Securities Account that is subject to an Account Control Agreement if the Collateral Agent or such Sub-Collateral Agent reasonably determines that it would face potential liability for which it would not have indemnity, security or prefunding satisfactory to it in its sole discretion against all losses and expenses that could be caused by taking such action.

Deposit Accounts and Securities Accounts. The Loan Parties (a) Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date. Except as set forth on Schedule 7.4 with respect to those accounts that are required to be closed prior to the initial extension of credit under this Agreement, as of and at all times following the date of such initial extension of credit, Company shall cause all Deposit Accounts and Securities Accounts set forth on Schedule 5.14 (including the accounts designated on Schedule 5.14 as the “Union Bank Lockbox/Disbursement Accounts”) to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement (which agreements with respect to the “Union Bank Lockbox/Disbursement Accounts” shall include an agreement with respect to the sweep requirement described in clause (i) of the next sentence). With respect to each “Union Bank Lockbox/Disbursement Account”, following the initial extension of credit under this Agreement, (i) if the amount credited to such account which, when aggregated with the amounts then credited to the other “Union Bank Lockbox/Disbursement Accounts” (in each case, excluding the aggregate amount necessary to make the remaining disbursements in respect of the checks described in clause (ii) below), exceed $100,000 at any time, then, within three (3) Business Day after each such occurrence, Company shall cause such excess to be swept into the Payment Account or the Lockbox Account, (ii) Company shall not make any disbursements from such account except for disbursements in respect of checks issued prior to the date of the initial extension of credit under this Agreement and disbursements to the Payment Account or the Lockbox Account, and (iii) Company shall close such account within ten (10) Business Days following the final disbursement from such account in respect of the checks described in clause (ii) of the preceding sentence. Upon the closing of any account described in this Section, Company shall cause all amounts credited to such account to be immediately transferred to the Payment Account or the Lockbox Account. (b) No Borrower will, or will not have permit any Permitted Cash InvestmentsSubsidiary to, cash directly or Equity Interests in indirectly, establish any single new bank account, Deposit Account or Securities Account located in without prior written notice to Administrative Agent and unless Administrative Agent, such Borrower or such Subsidiary and the United Statesbank, Canada financial institution or any other jurisdiction where security interests in securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such accounts can be perfected by agreement (other than payroll accounts)bank account, where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account at any time shall constitute an Event of Default hereunderAccount.

Deposit Accounts and Securities Accounts. The Loan Parties will not have No Borrower will, at any Permitted Cash Investmentstime prior to the Release Date, cash directly or Equity Interests in indirectly, establish any single new Deposit Account, Securities Account or commodity account (as such term is defined in the UCC) without five (5) days prior written notice to Asahi. Prior to the Release Date, for each Deposit Account, Securities Account located in or commodity account that any Borrower at any time maintains, such Borrower shall cause the United States, Canada applicable bank or financial institution at or with which any such account is maintained to execute and deliver a control agreement or other jurisdiction where security interests appropriate instrument with respect to such account to perfect Asahi’s Lien in such accounts can account in accordance with the terms hereunder, which control agreement may not be perfected by agreement (other than payroll accounts), where terminated without the balance in such Deposit Account or Securities Account is in excess prior written consent of $100,000 at any one time unless such Loan Party and Asahi. The provisions of the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order previous two sentences shall not apply to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in deposit accounts exclusively used for payroll, payroll taxes and/or other employee wage and benefit payments to or for the case benefit of any Permitted Cash InvestmentsBorrower’s employees and identified to Asahi by such Borrower as such, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) controlled disbursement accounts held at Silicon Valley Bank; provided that each such account has a daily balance of zero as of the requirements end of this proviso will not apply to each day, and (iii) any Deposit Account account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The accounts at which any Borrower maintains an aggregate amount of up to One Hundred Thousand Dollars ($100,000) for all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 such accounts at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter prior to the Release Date, Asahi agrees that (i) to the extent any Borrower maintains any Deposit Account, Securities Account or commodity account with a financial institution other than Silicon Valley Bank, such Borrower shall only be required to provide and maintain control agreements for the benefit of Asahi if and to the extent that the Borrower is required to provide and maintain such agreements for the benefit of Silicon Valley Bank, and (ii) any control agreement executed and delivered in favor of Asahi shall be in form and substance satisfactory to Asahi in its reasonable discretion. In addition, from and after the Release Date, no Borrower will, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Asahi except for (i) accounts used exclusively for payroll or other employment or tax related payments, (ii) accounts holding cash collateral for letters of credit contemplated by the definition of Permitted Liens, (iii) controlled disbursement accounts held only in Deposit Accounts at Silicon Valley Bank; provided that are subject to Control Agreements and, for certainty, the transfer each such account has a daily balance of all or any portion zero as of the proceeds end of each day, and (iv) other accounts holding no more than $1,000,000 in the aggregate, of cash, Investment Property, Securities or other assets. Asahi shall cooperate with the Borrowers (at the sole cost and expense of the Third Tranche or Borrowers) to terminate any Additional Tranches control agreement to the extent any other Deposit Account at any time shall constitute an Event of Default Borrower is no longer required to maintain such control agreement hereunder.” G. Section 7.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

Deposit Accounts and Securities Accounts. (a) The Loan Parties will not have any Permitted Cash Investmentswill, cash or Equity Interests so long as Comerica Bank is a Lender, maintain depository, operating and securities accounts with Comerica Bank representing at all times at least eighty-five percent (85%) of the U.S. dollar value of all the Loan Parties’ and their respective subsidiaries’ account balances in any single Deposit Account or Securities Account located all financial institutions. Notwithstanding the foregoing, (i) from the Closing Date through the 30th day following the Closing Date, Borrower may maintain the bank accounts listed on Schedule B hereto (the “Existing Accounts”), provided that all funds in the United States, Canada or any other jurisdiction where security interests in and securities credited to such accounts can be perfected are transferred to a deposit or securities account at Comerica Bank subject to an Account Control Agreement (as defined below) within two (2) Business Days of the respective accounts at Comerica Bank being opened (and with respect to any securities account, such account being subject to an Account Control Agreement) and (ii) Borrower may maintain the deposit accounts excluded from “Collateral” in Section 3.1(d) to the extent that the letter of credit obligations secured by agreement such accounts remain outstanding. (other than payroll accounts), where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless such b) No Loan Party shall directly or indirectly maintain or establish any deposit account or securities account unless Agent, the applicable Loan Party or Loan Parties and the applicable depository institution or securities intermediary at which the account is or deposit-taking institution have entered will be maintained enter into a deposit account control agreement or securities account control agreement, as the case may be, in form and substance satisfactory to Agent (an “Account Control Agreement or similar Agreement”) (which agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investmentsshall provide, cash or Equity Interestsamong other things, except that (i) such depository institution or securities intermediary has no rights of setoff or recoupment or any other claim against such deposit or securities account (except as agreed to by Agent), other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (ii) such depository institution or securities intermediary shall comply with all instructions of Agent without further consent of such Loan Party or Loan Parties, as applicable, including, without limitation, an instruction by Agent to comply exclusively with instructions of Agent with respect to such account (such notice, a “Notice of Exclusive Control”)), prior to or concurrently with the establishment of such deposit account or securities account (or in the case of any Permitted Cash Investmentssuch deposit account or securities account maintained as of the date hereof, cash on or Equity Interests before the Closing Date); provided, that an Account Control Agreement shall not be required for (x) any deposit account exclusively used for payroll, payroll taxes, or other employee wage and benefit payments to or for the benefit of the Loan Parties’ employees, provided that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any single Deposit Account or Securities Account in existence requirement of law with respect to such accounts), as applicable, (y) deposit accounts on which Liens are permitted under Section 5.7(k) and (z)(i) from the Closing Date through the 30th day following the Closing Date, that certain deposit account numbered 3300211799 at Silicon Valley Bank (the “SVB Operating Account”), so long as all funds deposited in such Loan Party will within sixty (60) days of the Closing Date enter into a account are transferred to an account subject to an Account Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect within two (and further establish2) the security interests in favour Business Days of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; their deposit therein and (ii) the requirements Existing Accounts (including the SVB Operating Account). Agent may only give a Notice of this proviso will not apply Exclusive Control with respect to any Deposit Account deposit account or Securities Account that is required in connection with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Loan Parties for which a Control Agreement has not been delivered shall not exceed $200,000 at any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all or any portion of the proceeds of the Third Tranche or any Additional Tranches to any other Deposit Account securities account at any time shall constitute at which an Event of Default hereunderhas occurred and is continuing. At the request of Agent, Borrower shall create or designate a dedicated deposit account or accounts to be used exclusively for payroll or withholding tax purposes.

Deposit Accounts and Securities Accounts. The Loan Parties will not have (a) As of the date hereof each Credit Party has neither opened nor maintains any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account located in the United States, Canada or any other jurisdiction where security interests in such accounts can be perfected by agreement (Accounts other than payroll accounts), where the balance in such Deposit Account accounts listed on Schedule V. From and after the date hereof (or Securities Account is in excess of $100,000 at any one time unless such Loan Party and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (ix) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account which was an Excluded Account but ceases to constitute same, thirty (30) days after such cessation or Securities Account (y) in existence on the Closing Dateeach case, such Loan longer period as is acceptable to the Administrative Agent in its sole discretion), each of the Deposit Accounts (other than Excluded Accounts) of each Credit Party will shall be subject to the terms of a fully executed Deposit Account Control Agreement. No Credit Party shall hereafter establish or maintain any Deposit Account (other than an Excluded Account) unless (1) the applicable Credit Party shall have given the Administrative Agent ten (10) days’ (or such other period as may be acceptable to the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Cash Management Bank, (2) such Cash Management Bank shall be reasonably acceptable to the Administrative Agent, and (3) such Cash Management Bank and such Credit Party shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account within sixty ten (6010) days of its being established (or such longer period as the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account Administrative Agent agrees in order its sole discretion). The Administrative Agent agrees with each Credit Party that the Administrative Agent shall not give any instructions directing the disposition of funds from time to perfect (and further establish) the security interests in favour of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply time credited to any Deposit Account or Securities withhold any withdrawal rights from such Credit Party with respect to funds from time to time credited to any Deposit Account that is required in connection except upon the occurrence and during the continuation of an Event of Default. No Credit Party shall grant Control of any Deposit Account (other than Excluded Accounts) to any person other than the Administrative Agent. Each Credit Party shall, promptly following a request of the Administrative Agent, provide it with a Qualified Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount list of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts (including Excluded Accounts) then maintained by it and all other information relating thereto as may be reasonably requested. (b) As of the date hereof each Credit Party has no Securities Accounts owned other than those listed in Schedule VI, respectively. From and after the date hereof (or such longer period as is acceptable to the Administrative Agent), the Administrative Agent shall have a perfected first priority security interest in such Securities Accounts by Control. No Credit Party shall hereafter establish and maintain any Securities Account with any Securities Intermediary unless (1) the Loan Parties for which applicable Credit Party shall have given the Administrative Agent thirty (30) days’ (or such other period as may be acceptable to the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account with such securities intermediary, (2) such securities intermediary or commodity intermediary shall be reasonably acceptable to the Administrative Agent, and (3) such securities intermediary and such Credit Party shall have duly executed and delivered a Securities Account Control Agreement has not been delivered with respect to such Securities Account. The Administrative Agent agrees with each Credit Party that the Administrative Agent shall not exceed $200,000 at give any time. Notwithstanding the foregoing, the proceeds of the Third Tranche advanced by the Lender on the Closing Date and any Additional Tranches advanced thereafter shall be immediately deposited in and at all times thereafter held only in Deposit Accounts that are subject to Control Agreements and, for certainty, the transfer of all entitlement orders or any portion of the proceeds of the Third Tranche instructions or any Additional Tranches directions to any other Deposit Account at issuer of uncertificated securities or securities intermediary, and shall not withhold its consent to the exercise of any time shall constitute withdrawal or dealing rights by such Credit Party, unless an Event of Default hereunderhas occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. No Credit Party shall grant Control over any investment property to any person other than the Administrative Agent. Each Credit Party shall, promptly following a request of the Administrative Agent, provide it with a list of all Securities Accounts (including Excluded Accounts) then maintained by it and all other information relating thereto as may be reasonably requested. (c) The provisions of this Section 4.07 (other than information provisions) shall not apply to any Excluded Accounts (as defined below). For purposes of this clause (c), “Excluded Accounts” means (A) any Securities Account for which the Administrative Agent is the securities intermediary, (B) any Deposit Account maintained solely for payroll purposes or holding solely restricted cash in connection with self-insurance programs, (C) all accounts holding restricted cash in respect of Agency Requirements and including, without limitation, any Account the purpose of which is to hold Xxxxxx Xxx Reserves to secure the Credit Parties’ loss sharing obligations to Xxxxxx Mae, (D) all accounts constituting trust, escrow, payroll or similar accounts, (E) all accounts maintained solely for purposes of holding proceeds of Permitted Subsidiary Collateral, (F) zero balance accounts maintained in the ordinary course of business with amounts on deposit that do not exceed the amounts necessary to cover checks written, or electronic funds transfers drawn, in the ordinary course of business and (G) so long as no Default or Event of Default has occurred and is continuing, any Deposit Accounts with an amount on deposit that does not exceed the greater of (1) $250,000 and (2) an amount that, when aggregated with the amounts on deposit in all other Deposit Accounts for which Deposit Account Control Agreements have not been obtained (other than those specified in clauses (B) through (F) above), do not exceed $500,000 at any time.