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 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 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 not have any Permitted Cash InvestmentsBorrower shall, cash and shall cause each Credit Party to: (a) commencing with the date that is 60 days after the Amendment No. 2 Effective Date (or Equity Interests such later date agreed to by the Administrative Agent 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 accountsits sole discretion), where the balance in such Deposit maintain all deposit accounts with a Lender and subject to Account or Securities Control Agreements and all securities accounts subject to 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 Agreements; provided that, this clause (a) 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) deposit accounts used solely for xxxxx cash and which have deposits of less than $500,000 in the case 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 in any single Deposit Account or Securities Account in existence on the Closing Date, such Loan Party will within sixty (60) days more of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect following circumstances: (and further establishi) the security interests in favour following an Event of Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; Default and (ii) if the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required Administrative Agent reasonably determines, 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 good faith after confirmation by the Loan Parties for which Borrower, that 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 requested transfer 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 Borrower or any portion of the proceeds of the Third Tranche or other Credit Party, as applicable, is a request to transfer any Additional Tranches funds from any deposit account to any other Deposit Account at deposit account of the Borrower or any time shall constitute an Event of Default hereunderother Credit Party that is not permitted under this Section 5.13.

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 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 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 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 following any changes in such Permitted Cash Investmentsinformation. The Borrower and each Credit Party hereby irrevocably authorizes each Lender and Affiliate of such Lender at which any money market accounts, cash deposit accounts or Equity Interests; 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 (ii) the requirements of this proviso will not apply transaction history with respect 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 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 No Obligor 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 $100,000 250,000 at any one time unless such Loan Party the applicable 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 Date, such Loan Party the applicable Obligor will within sixty (60) 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 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) 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 any Obligor for which a Control Agreement has not been delivered shall not exceed $200,000 1,000,000 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 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. 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.”