Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain all of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and any Guarantor’s Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply, which Control Agreement must be in such form however, to Deposit Accounts exclusively used for payroll, payroll taxes and substances other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees, and as is reasonably acceptable identified to Collateral Agent (it being agreed and understood by Borrower as such in the Perfection Certificate, provided that the Control Agreements that Collateral Agent is entering into with respect amount deposited therein shall not exceed the amount reasonably expected to Borrower’s Collateral Accounts maintained with Bank of America on be due and payable for the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)next two succeeding pay periods. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower shall or such Guarantor shall, within fifteen (15) days’ of the establishment thereof, cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)’s, or any Guarantor’s, employees. (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) Maintain all of Borrower’s Collateral Accounts in accounts which are the United States, subject such account to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (it being agreed and understood that the Control Agreements that Collateral Agent is entering into solely with respect to Borrower’s any such Collateral Accounts maintained with Bank of America in existence on the Effective Tranche A Closing Date are not in such form and substance as is not reasonably satisfactory to Collateral Agentor established within 90 days following the Tranche A Closing Date). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower each Credit Party at any time maintainsmaintains in the United States, Borrower such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which such any Collateral Account is maintained to execute and deliver deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous sentence and subsection two (a2) above sentences shall not apply to (i1) deposit accounts exclusively used for payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrowerany Credit Party’s employees employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and identified (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent by Borrower as such may agree in the Perfection Certificates its sole discretion)) and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose Tranche A Closing Date of securitizing Borrower’s Indebtedness described in clause (g) any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the definition of Permitted Indebtedness and the balance Credit Parties acquired in connection with such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Acquisition or other Investment. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all All other Deposit Accounts of Borrower’s Collateral Borrower or any Borrower Subsidiary shall be maintained by Borrower or any Borrower Subsidiary in one or more separate Deposit Accounts in accounts which are subject to of Borrower or any Borrower Subsidiary maintained at a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is nationally recognized bank reasonably acceptable to Collateral Agent Lender (it XX Xxxxxx/Chase being agreed hereby approved) (the “Operating Accounts”) until used for a purpose permitted in this Agreement. Borrower and understood that each Borrower Subsidiary hereby agrees to transfer from the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Operating Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent within forty-five (545) days’ prior written notice before Borrower or any days after each Scheduled Principal Payment Date (each, a “Sweep Date”) all Excess Cash Flows calculated for the twelve month period ended as of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior Scheduled Principal Payment Date to the establishment of such Collateral Excess Cash Flow Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, that Borrower may continue to maintain must provide Agent Lender a full accounting of any uses of funds held in one or more of its Collateral Operating Accounts on each Sweep Date. Borrower and each Borrower Subsidiary hereby assigns and pledges Lenders a security interest in the Operating Accounts and agrees to, upon request of Agent Lender, provide additional documentation evidencing Lenders’ security interest in the Operating Accounts, set forth on including, without limitation, the Perfection Certificates on Assignment of Operating Accounts. Borrower and each Borrower Subsidiary will also assist Agent Lender in obtaining an executed account control agreement from the Effective Date, with Bank depository bank holding the Operating Accounts for purposes of America; provided, further, that Borrower shall close all Lenders perfecting their security interest in the Operating Accounts. Such a control agreement must be in place before any deposits are made into the Operating Accounts and prior to any use of its Collateral Accounts maintained with Bank of America on any funds for the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datepurposes permitted herein.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. Notwithstanding the above, which Control Agreement must Borrower shall be permitted to maintain the SVB Cash Collateral Accounts at Silicon Valley Bank provided that the aggregate balance in such form and substances as is reasonably acceptable to Collateral Agent accounts does not exceed Five Million Dollars (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)$5,000,000.00) at any time. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than the institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and or (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)SVB Cash Collateral Accounts. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts Accounts, other than accounts excluded pursuant to Section 6.6(b), in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to that, all of Borrower’s and its Subsidiaries’ Collateral Accounts maintained with at Bank of America (the “B of A Accounts”) shall (i) have an aggregate balance that does not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate at any time and (ii) in accordance with the Post Closing Letter, such B of A Accounts shall be subject to a Control Agreement in favor of Collateral Agent on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent).after February 14, 2020 (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to substantially contemporaneously with the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all Borrower’, and each of Borrower’s Subsidiaries’, primary Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral AgentAgent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent at least fifty percent (it being agreed and understood that 50.0%) of the Control Agreements that Collateral Agent is entering into with respect to dollar value of all of Borrower’s Collateral Accounts and its Subsidiaries’ cash or securities shall be maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)SVB or its Affiliates. (b) Borrower Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any Person other than with SVB or its Affiliates. In addition, for each Collateral Account that Borrower Borrower, or any of Borrower’s Subsidiaries, at any time maintains, Borrower Borrower, or any such Subsidiary, shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent and each Lender. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (ca) Neither Borrower shall not, nor any of its Subsidiaries shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrowereach Credit Party’s and their Subsidiaries’ (if such Subsidiaries are a Borrower or Guarantor) Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent (or to the extent such account is maintained in the Netherlands, subject to a Dutch law right of pledge in favor of Collateral Agent). The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, which Control Agreement must be in such form payroll taxes and substances as is reasonably acceptable other employee wage and benefit payments to or for the benefit of a Credit Party’s or any of its Subsidiaries’, employees and identified to Collateral Agent (it being agreed and understood that by Borrower as such in the Control Agreements that Collateral Agent is entering into with respect Perfection Certificates as updated from time to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)time. (b) Borrower Parent shall provide Collateral Agent five (5) days’ prior written notice before Borrower any Credit Party or any of its their Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Deutsche Bank, Xxxxxx Xxxxxxx or Bank of America. In addition, for each Collateral Account that any Credit Party or any of their Subsidiaries that are a Borrower or Guarantor, at any time maintains, Parent, Borrower or such Subsidiary shall (unless such account is maintained in the Netherlands, in which case such account shall be subject to a Dutch law right of pledge in favor of Collateral Agent) cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s any Credit Party’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower Parent as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)updated from time to time as permitted hereunder. (c) Neither Borrower any Credit Party nor any of its their Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of From and after the date that is two (2) Business Days after the Effective Date, maintain Borrower’s and Guarantors’ Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts; provided, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank PNC Bank, National Association, the aggregate amount of America all cash or Cash Equivalents in all such Collateral Accounts, in the aggregate, shall not exceed Five Million Dollars ($5,000,000) until the date on which Borrower has delivered such Control Agreements in favor of Collateral Agent with respect to such Collateral Accounts. The provisions of the Effective Date are previous sentence shall not apply to Deposit Accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees, in such form an aggregate amount not to exceed One Hundred Thousand Dollars $100,000 and substance as is not reasonably satisfactory identified to Collateral Agent)Agent by Borrower as such in the Perfection Certificate. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)any Excluded Accounts. (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrowerits and its Domestic Subsidiaries’ operating and other deposit accounts and securities accounts with either (i) Bank or Bank’s Collateral Accounts in Affiliates or (ii) at other financial institutions provided that such accounts which are subject to a Control Agreement in favor of Collateral AgentBank, which Control Agreement must accounts shall represent at least 80% of the dollar value of Borrower’s and all of its Subsidiaries’ accounts at all financial institutions. Borrower agrees that it shall provide prior written notice to Bank before establishing any foreign Collateral Account. For purposes of clarification, Borrower’s Foreign Subsidiaries shall be permitted to maintain foreign bank accounts so long as Borrower shall at all times maintain compliance with the limitation on Investments in Subsidiaries set forth in the definition of Permitted Investments and Section 7.7. For the sake of clarity, the foregoing sentence does not limit Borrower’s payments to such Subsidiaries for services performed by such Subsidiaries for Borrower which are permitted under Section 7.7 and does not prohibit such Subsidiaries from maintaining the amounts received from Borrower in accordance therewith in such form and substances as is reasonably acceptable to foreign Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Accounts. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower establishing any domestic Collateral Account at or with any of its Subsidiaries establishes any Collateral Accountbank or financial institution other than Bank or Bank’s Affiliates. In addition, for For each domestic Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral AgentBank. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for credit card payments (provided that the balance of such deposit accounts shall be limited to the amount reasonably necessary for payment of any amounts due under such credit cards), payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be except as permitted in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Section 6.6(b) below. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person. In addition, subject to the terms of the Post Closing Letter (if applicable), for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates, or (ii) BofA Credit Card Account accounts solely holding cash collateral permitted by clause (j) of the definition of Permitted Liens, so long as the balance held in such account is maintained exclusively for cash collateral accounts does not at any time exceed the purpose lesser of securitizing Borrower’s (A) the outstanding Indebtedness described in of Borrower under clause (gl) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three or (B) Five Hundred One Thousand Dollars ($301,000.00500,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral AgentAgent and if such accounts are in the U.S. or any other jurisdiction in which Bank or one of its Affiliates operates, which Control Agreement maintain such accounts with the Bank or one of its Affiliates; provided, however, Borrower’s operating account with Silicon Valley Bank must be closed within 45 days after the Effective Date and the evidence of its closure reasonably satisfactory to the Collateral Agent provided thereto (provided further that the only funds that Borrower may keep in such form operating account during such period would be such as would be necessary to meet Borrower’s payment obligations under checks already issued by Borrower and substances as is reasonably acceptable funds in excess of such aggregate amount must be transferred to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to one of Borrower’s Collateral Accounts maintained with the Bank or one of America on its affiliates). The provisions of the previous sentence shall not apply to: (i) (A) an account of cash or cash equivalents maintained with Silicon Valley Bank solely to secure the letter of credit issued by Silicon Valley Bank for the benefit of the Borrower’s landlord, provided, however the balance in such account shall not exceed $120,000 and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of Collateral Agent within two (2) Business Days, and provided further that such letter of credit shall be cancelled or terminated not later than the first renewal date of such letter of credit occurring after the Effective Date are not or (B) after the closure of such account maintained with Silicon Valley Bank and the termination or cancellation of such letter of credit, an account of cash or cash equivalents maintained with the Bank, solely to secure the letter of credit issued by Bank for the benefit of the Borrower’s landlord, provided, however the balance in such form account shall not exceed $120,000 and substance as to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of Collateral Agent within two (2) Business Days, (each of the accounts referred to in this clause (i), a “LC Account”), and (ii) (A) an account of cash or cash equivalents maintained with Silicon Valley Bank solely to secure credit cards issued by Silicon Valley Bank or its affiliates for a period of 90 days after the Effective Date, provided, however, the balance in such account shall not reasonably satisfactory exceed $10,000 (and to the extent it does, the excess amount shall be swept to a Collateral AgentAccount which is subject to a Control Agreement in favor of Collateral Agent within two (2) Business Days) or (B) after the closure such account maintained with Silicon Valley Bank, an account of cash or cash equivalents maintained with the Bank solely to secure ancillary banking services provided by the Bank, provided, however, the balance in such account shall not exceed $75,000 (and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of Collateral Agent within two (2) Business Days) (each of the accounts referred to in this clause (ii), an “Ancillary Services Account”). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintainsmaintains (except for any Excepted Account), Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Except as contemplated by Section 6.6(b), maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with First Republic Bank in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than First Republic Bank. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date . (other than the BofA Credit Card Accountd) and deliver to Collateral Agent evidence (and the Lenders agree not to give a notice of exclusive control, entitlement order, or other similar direction or instructions under any Control Agreement unless an Event of Default has occurred and has neither been cured in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after accordance with the Effective Dateterms hereof nor waived in accordance with the terms hereof.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ domestic operating Deposit Accounts with Bank or its Affiliates, and cause all of its Collateral Accounts in accounts which are to be subject to a Control Agreement in favor of Collateral Agent, which provided, however, the State Street Control Agreement must and CAG Control Agreement shall be in such form and substances as is reasonably acceptable delivered to Collateral Agent (it being agreed and understood that pursuant to the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank terms of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Section 3.3. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, subject to the proviso to Section 6.6(a), for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue . (d) Notwithstanding anything to maintain its Collateral Accounts, the contrary in this Section 6.6 or set forth on in the Perfection Certificates on Control Agreement with respect to the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Deposit Accounts maintained with Bank of America on the Effective Date Bank, Borrower shall be entitled to close any Collateral Account (other than the BofA Credit Card AccountDeposit Accounts maintained pursuant to Section 6.6(a)) to the extent otherwise prohibited under such Control Agreement and deliver to upon written request from Borrower, so long as no Event of Default has occurred and is continuing, Collateral Agent evidence (in such form and substance as agrees to provide consent to close any Collateral Account that Borrower is reasonably acceptable permitted to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Dateclose under this Section 6.6(d).

Operating Accounts. (a) Maintain (i) all of Borrower’s and its Subsidiaries’ that are co-borrowers or Guarantors Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form Agent and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank ii) within thirty (30) days of America on the Effective Date and at all times thereafter, all of Borrower’s and its Subsidiaries’ that are not in such form and substance as is not reasonably satisfactory to Collateral Agent)co-borrowers or Guarantors primary operating accounts with Bank or its Affiliates. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries that are co-borrowers or Guarantors establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries that are co-borrowers or Guarantors, at any time maintains, Borrower or such Subsidiary that is a co-borrower or Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for or, after the purpose of securitizing BorrowerEffective Date, with Collateral Agent’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)consent after written notice from Borrower to Collateral Agent. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Borrower and any Subsidiary that is a co-Borrower or Guarantor under this Agreement shall maintain all of Borrowerits operating and other Deposit Accounts and Securities Accounts with Bank and Bank’s Collateral Accounts in accounts Affiliates which are subject to Control Agreements in favor of each Lender. Notwithstanding the foregoing, Borrower may maintain the Xxxxx Fargo Accounts for a period of up to one hundred eighty (180) days after the Effective Date provided that such Xxxxx Fargo Accounts (other than the Xxxxx Fargo Account designated to secure Borrower’s reimbursement obligations not to exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) with respect to the letter of credit issued by Xxxxx Fargo (the “Xxxxx Fargo Cash Collateral Account”); provided that the Xxxxx Fargo Cash Collateral Account shall be reduced dollar for dollar simultaneously with the reduction of such letter of credit, subject to customary reserves associated with letters of credit) are subject to Control Agreement Agreements in favor of Collateral Agent, which Control Agreement must be in such form Agent and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)each Lender. (b) Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Subsidiary that is a co-Borrower or Guarantor under the Agreement, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s and each Lender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent or each Lender, as applicable. The provisions of the previous sentence and subsection (a) above shall not apply to (i) the Xxxxx Fargo Cash Collateral Account, or to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent and each Lender by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00updated from time to time consistent with this Agreement). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a6.7(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of its and all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to maintain deposit accounts located outside the United States so long as the aggregate amount of funds in all such accounts does not exceed the Dollar Equivalent of One Hundred Thousand Dollars ($100,000) on average per day during each month (the “Foreign Accounts”). In addition to the foregoing, after the occurrence of an Initial Public Offering, Borrower may maintain securities accounts with banks and/or financial institutions (other than Bank and Bank’s Affiliates) described on the Perfection Certificate so long as (i) the aggregate amount of funds in all such accounts does not exceed seventy-five percent (75%) of the dollar value of Borrower’s, its Subsidiaries’, and its parent’s Collateral Accounts accounts at all financial institutions, and (ii) Borrower, in its own name, maintains cash and investments in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on and Bank’s Affiliates in an amount equal to or greater than the Effective Date are not in such form Commitment Amount (the “Outside Accounts” and substance as is not reasonably satisfactory to Collateral Agenttogether with the Foreign Accounts, collectively, the “Permitted Accounts”). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than Bank or Bank’s Affiliates. In addition, for For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral AgentBank. The provisions of the previous sentence and subsection (a) above shall not apply to (i) the Permitted Accounts, or (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of its and its Subsidiaries’ primary depository and operating accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least 85% of the dollar value of Borrower’s Collateral Accounts in and such Subsidiaries accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)at all financial institutions. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes or has any Collateral AccountAccount at or with any bank or financial institution other than Bank or Bank’s Affiliates, if such Collateral Account is not expressly identified on the Perfection Certificate and if Borrower holds a balance of more than $20,000 in such Collateral Account (except that the total of amounts in all Collateral Accounts with a balance of $20,000 or less and as to which written notice of the same is not given to Bank shall not exceed $250,000 in the aggregate). In addition, for each Collateral Account that Borrower or any Guarantor at any time maintains, Borrower shall shall, upon Bank’s request, cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or Guarantor’s employees and identified to Collateral Agent Bank by Borrower or Guarantor as such in the Perfection Certificates such, and (ii) BofA Credit Card Account so long as deposit accounts located outside the United States used to facilitate payment of local operating expenses provided that the amount on deposit in any such account is maintained exclusively described in this clause (ii) shall not exceed, at any time, the amount necessary to fund operating expenses for such jurisdiction for the purpose of securitizing Borrower’s Indebtedness described in clause (g) then current fiscal quarter. Without limiting the generality of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, howeverforegoing, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on and Bank hereby agree that: (1) no later than 60 days following the Effective Date, Borrower and Guarantor shall cause Wachovia Bank to execute and deliver such a Control Agreement in favor of Bank with Bank of America; provided, further, that Borrower shall close all of its respect to the Collateral Accounts of Borrower and Guarantor maintained with Wachovia Bank; and (2) no Control Agreement by Xxxxx Fargo in favor of Bank shall be required under this Section 6.8(b) so long as the total amount of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure funds of all of such Borrowers and all Guarantors on deposit in any and all Collateral Accounts within thirty (30) days after of Borrower and Guarantor maintained with Xxxxx Fargo does not exceed $250,000 in the Effective Dateaggregate.

Operating Accounts. (a) Maintain all of Borrowereach Loan Party’s Collateral Accounts in accounts which are subject at depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts (i) maintained outside of the United States of America, which Control Agreement must be provided that the aggregate balance thereof shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time, (ii) used exclusively to maintain deposits subject to a Lien described in clause (p) of the defined term “Permitted Liens”, (iii) that are zero-balance accounts and (iv) exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s, employees, provided that the aggregate balance in such form accounts does not exceed the amount to be paid on the following pay period (or such minimum amount as may be required by any Requirement of Law with respect to such accounts), as applicable, and substances as is reasonably acceptable identified to Collateral Agent by Borrower as such in the Perfection Certificate (it being agreed collectively, the “Excluded Accounts”); provided, however, that (y) no Deposit Account that constitute Permitted Senior Debt Priority Collateral shall be an Excluded Account hereunder and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (bz) Borrower shall provide Collateral Agent five not permit the aggregate balance of all Excluded Accounts to exceed Five Hundred Thousand Dollars (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account$500,000.00). In addition, for each Collateral Account (other than Excluded Accounts) that Borrower any Loan Party at any time maintains, Borrower such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (cb) Neither Borrower nor any of its Subsidiaries No Loan Party shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all its primary operating and other deposit accounts and securities accounts with SVB and SVB’s Affiliates; provided, that Domestic Subsidiaries of BorrowerAvalara shall be permitted to maintain accounts in existence as of the Effective Date (the “Existing Domestic Subsidiary Accounts”) at financial institutions other than SVB and SVB’s Collateral Accounts in Affiliates, so long as either (i) such accounts which are become subject to a Control Agreement in favor of Collateral Agent in connection with the joinder of such Domestic Subsidiaries to this Agreement in accordance with the provisions of Section 6.13; or (ii) for any Existing Domestic Subsidiary Accounts that are at any time not subject to a Control Agreement in favor of Agent, which Control Agreement must be the aggregate dollar amount in such form Existing Domestic Subsidiary Accounts does not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate for all such Existing Domestic Subsidiary Accounts at any time, with amounts in excess thereof promptly, and substances as is reasonably acceptable in any event within three (3) Business Days, transferred to Collateral Agent (it being agreed and understood an account of Avalara maintained at SVB. Borrower will not be required to maintain with SVB its Customer Trust Account(s) or accounts in locations in which SVB does not offer account services that are required by Borrower; provided that such amounts are maintained in the Control Agreements that Collateral Agent is entering into with respect to ordinary course of Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)business. (b) Borrower shall provide Collateral Provide Agent five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than SVB or SVB’s Affiliates. In addition, for For each Collateral Account that Borrower at any time maintains, Borrower shall cause (and for accounts in countries outside of United States, Borrower shall use commercially reasonable efforts to cause) the applicable bank or financial institution (other than SVB) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent and the Lenders by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s Collateral Accounts its and all of its domestic Subsidiaries’ operating and other deposit accounts and securities accounts with Xxxxx Fargo Bank, in accounts which are each case subject to a Control Agreement Agreements in favor of Collateral Agent, which Control Agreement must be and in such form and substances as is substance reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Lender. (b) Borrower shall provide Collateral Agent Provide Lender five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than Xxxxx Fargo Bank. In addition, for For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentLender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Lender by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Without limiting the foregoing, neither Borrower nor any Affiliate of its Subsidiaries Borrower shall maintain establish any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); providedAccount, howeverforeign or domestic, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver subject to Control Agreements, or other appropriate instrument with respect to such Collateral Agent evidence (Account to perfect Lender’s Lien in such Collateral Account, in favor of and in form and substance as is reasonably acceptable to Collateral AgentLender, into which Borrower’s cash or Cash Equivalents are credited or otherwise maintained; provided that Cerus B.V. shall be permitted to maintain accounts with ABN AMRO numbered [ * ], not subject to Control Agreements (or similar) provided the aggregate amount in [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. such accounts shall not exceed 120% of closure (i) Cerus BV’s immediately preceding month’s operating expenses plus (ii) any amounts representing 2% of all the commission on gross sales paid by Borrower to Cerus BV as set forth in the Commissionaire Agreement, at any time. Notwithstanding the foregoing, in no event shall Cerus BV’s operating expenses exceed 200% of Cerus BV’s operating expenses for the immediately preceding 12 calendar month period, calculated as of the end of each calendar month for such Collateral Accounts within thirty (30) days after the Effective Date12 calendar month period then ended.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ (that are either co-Borrowers or Guarantors) Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into ; except with respect to Borrower’s Collateral Accounts maintained with Bank deposit accounts excepted from this requirement pursuant to the last sentence of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral AgentSection 6.6(b). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to substantially concurrently with the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees ’s, or any of its Subsidiaries’ employees, (ii) any deposit account of the Securities Corporation, and in each case as identified to Collateral Agent by Borrower as such in the Perfection Certificates and or by a separate written notice, (iiiii) BofA Credit Card Account the Excluded LC Account, so long as such account is maintained used exclusively for the purpose of securitizing Borrower’s cash collateralizing the Indebtedness described in clause (j) of the definition of Permitted Indebtedness and the balance in such account does not at any time exceed the lesser of (A) One Million Two Hundred Thousand Dollars ($1,200,000.00) and (B) the amount of the Indebtedness described in clause (j) of the definition of Permitted Indebtedness outstanding at such time, (iv) the Excluded MM Account, so long as such account is used exclusively for the purpose of cash collateralizing the Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not at any time exceed Three the lesser of (A) Two Hundred One Fifty Thousand Dollars ($301,000.00)250,000.00) and (B) the amount of the Indebtedness described in clause (g) of the definition of Permitted Indebtedness outstanding at such time and (v) Borrower’s account maintained with Silicon Valley Bank with account number ending 22, provided that the balance in such account does not exceed Fifty Thousand Dollars ($50,000.00) at any given time and no later than thirty (30) days after the Effective Date, Borrower delivers to Collateral Agent evidence (which evidence must be in such form and substance as are reasonably acceptable to Collateral Agent) of closure of such account and the transfer of all funds in such account, if any, at the time of its closure to a Collateral Account subject to Control Agreement in favor of Collateral Agent. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts, Securities Accounts and/or Commodities Accounts (w) that only contain cash collateral securing letters of credit, in each case, to the extent permitted by clause (k) of the definition of “Permitted Liens”, (x) exclusively used for payroll, (y) exclusively used for payroll Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s Collateral Accounts maintained with Bank ’s, or any Subsidiaries, employees, in each case of America on clauses (x) and (y) so long as the Effective Date are not amounts in such form accounts do not exceed amounts reasonably determined by the Borrower to be necessary to pay such obligations for the immediately following payment cycle and substance (z) other Deposit Accounts, Securities Accounts and/or Commodities Accounts so long as is the amounts in such other accounts do not reasonably satisfactory to Collateral Agentexceed One Hundred Thousand Dollars ($100,000.00) in the aggregate at any one time (the foregoing accounts identified in clauses (w), (x),(y) and (z), collectively the “Excluded Accounts”). (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(athis Section 6.6. (d) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on Neither the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (nor any Lender shall deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement, in such form each case, unless an Event of Default has occurred and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datecontinuing.

Operating Accounts. (a) Maintain all of its and all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to maintain deposit accounts located outside the United States so long as the aggregate amount of funds in all such accounts does not exceed the Dollar Equivalent of One Hundred Thousand Dollars ($100,000) on average per day during each month (the “Foreign Accounts”). In addition to the foregoing, after the occurrence of an Initial Public Offering, Borrower may maintain securities accounts with banks and/or financial institutions (other than Bank and Bank’s Affiliates) described on the Perfection Certificate so long as (i) the aggregate amount of funds in all such accounts does not exceed seventy-five percent (75%) of the dollar value of Borrower’s, its Subsidiaries’, and its parent’s Collateral Accounts accounts at all financial institutions, and (ii) Borrower, in its own name, maintains cash and investments in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on and Bank’s Affiliates in an amount equal to or greater than the Effective Date are not in such form Commitment Amount (the “Outside Accounts” and substance as is not reasonably satisfactory to Collateral Agenttogether with the Foreign Accounts, collectively, the “Permitted Accounts”). (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than Bank or Bank’s Affiliates. In addition, for For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral AgentBank. The provisions of the previous sentence and subsection (a) above shall not apply to (i) the Permitted Accounts, or (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.”

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances ; except as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agentpermitted under Section 6.6(b). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than the institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to concurrently with the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for cash collateral for Permitted Liens under clause (n) of the definition thereto, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates, or holding subleasee deposits. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Borrower and any Subsidiary that is a co-Borrower or Guarantor under this Agreement shall maintain all of Borrowerits operating and other Deposit Accounts and Securities Accounts with SVB, SVB’s Collateral Accounts in Affiliates or other institutions provided that the applicable accounts which are subject to a Control Agreement Agreements in favor of Collateral Agent. Notwithstanding the foregoing, which Control Agreement must be in such form and substances as is reasonably acceptable to Borrower may maintain the Lease Deposit Cash Collateral Agent (it being agreed and understood Accounts; provided that the Control Agreements that applicable Lease Deposit Cash Collateral Agent is entering into Account shall be reduced dollar for dollar simultaneously with respect any reduction of the applicable related letter of credit, subject to Borrower’s Collateral Accounts maintained customary reserves associated with Bank letters of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agentcredit). (b) Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than SVB or its Affiliates. In addition, for each Collateral Account that Borrower or any Subsidiary that is a co-Borrower or Guarantor under the Agreement, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s and each Lender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent or each Lender, as applicable. The provisions of the previous sentence and subsection (aof 6.7(a) above shall not apply to (i) any Lease Deposit Cash Collateral Account, or to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent and each Lender by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00updated from time to time consistent with this Agreement). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a6.7(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all In the case of Borrower’s any Credit Party, contemporaneously with the establishment of any new Collateral Accounts Account at or with any bank or other depository or financial institution located in accounts which are the United States, subject such account to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as that is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountLender. In addition, for For each Collateral Account that Borrower each Credit Party at any time maintains, Borrower such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentLender’s Lien in favor and for the benefit of Lender and the other Secured Parties in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral AgentLender. The provisions of the previous sentence and subsection two (a2) above sentences shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrowerany Credit Party’s employees employees, zero balance accounts, accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, merchant accounts, accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, accounts which constitute cash collateral in respect of a Permitted Lien and identified any account, the cash balance of which does not exceed $10,000,000 in the aggregate at any time (all such accounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as Lender may agree in its sole discretion) following (i) the Closing Date to comply with the provisions of this Section 5.5 with regard to Collateral Agent by Borrower Accounts of the Credit Parties in existence on the Closing Date (or opened during such 90-day period (or such longer period as such Lender may agree in the Perfection Certificates its sole discretion)) and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose closing date of securitizing Borrower’s Indebtedness described in clause (g) any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regard to Collateral Accounts of the definition of Permitted Indebtedness and the balance Credit Parties acquired in connection with such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Acquisition or other Investment. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, however, that Borrower and its Subsidiaries may maintain (i) cash collateral deposit accounts at JPM Chase in accordance with the terms of clause (j) of the definition of Permitted Lien that are not required to be subject to a Control Agreement, (ii) deposit accounts at JPM Chase, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America are existing on the Effective Date and disclosed on the Perfection Certificate, that are not required to be subject to a Control Agreement, so long as, in such form the case of clause (ii), (A) Borrower and substance as is not reasonably satisfactory its Subsidiaries maintain an aggregate minimum cash balance equal to the outstanding Obligations hereunder plus Five Million Dollars ($5,000,000.00) in Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates subject to Control Agreements in favor of Collateral Agent, and (B) such accounts are either closed or subject to Control Agreements in favor of Collateral Agent within sixty (60) days after the Effective Date, and (iii) Borrower’s and its Subsidiaries’ other deposit accounts not with Bank, so long as, in the case of clause (iii), (A) Borrower and its Subsidiaries maintain an aggregate minimum cash balance equal to the outstanding Obligations hereunder plus Five Million Dollars ($5,000,000.00) in Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates subject to Control Agreements in favor of Collateral Agent, and (B) such accounts are subject to Control Agreements in favor of Collateral Agent. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, except as otherwise provided in Section 6.6(a), for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain As soon as possible, but in any event , at all times from and after that date which is forty-five (45) days following the Effective Date, maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates, such Collateral Accounts to be subject to Control Agreements in accounts which are favor of Collateral Agent. Until such Borrower’s securities account with Xxxxxx Xxxxxxx has been transferred to Bank or Bank’s Affiliate, Borrower shall not permit the balance in such Xxxxxx Xxxxxxx securities account to exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00) at any time. Notwithstanding the requirements of this Section 6.6(a), Borrower shall be permitted to maintain (i) the Comerica Lockbox Accounts so long as such Comerica Lockbox Accounts (A) remain subject at all times to a Control Agreement in favor of Collateral Agent, which ; provided that no Control Agreement must shall be required in respect of the Government Receivables Lockbox Account, and (B) remain subject at all times to standing orders such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering all funds collected into with respect to such Comerica Lockbox Accounts are transferred on a daily basis into Borrower’s Collateral Accounts maintained held with Bank Bank; and (ii) the Comerica Cash Collateral Account; provided that the balance contained in such Comerica Cash Collateral Account shall not at any time exceed 105% of America on the aggregate face amount of the outstanding Comerica Letters of Credit at any time; provided further that such Comerica Letters of Credit shall not be increased, nor shall they be renewed or otherwise extended beyond the expiry dates effective as of the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Date. (b) Borrower shall provide For each Collateral Agent five (5) days’ prior written notice before Account that Borrower or any of its Subsidiaries establishes any Collateral Account. In additionSubsidiaries, for each Collateral Account that Borrower at any time maintainsmaintains (other than the Comerica Cash Collateral Account), Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.Collateral

Operating Accounts. (a) Maintain (i) all of Borrower’s Collateral Accounts and each Loan Party’s primary operating Deposit Accounts, Letters of Credit and foreign exchange with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, ; and (ii) at least [*] of Borrower’s and its Affiliates’ investment balances with Bank or its Affiliates in accounts which are subject to a Control Agreement must in favor of Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary which is a Loan Party shall be in such form and substances as is reasonably acceptable required to deliver to Collateral Agent a Control Agreement to the extent perfection via a Control Agreement is not recognized under local laws, as reasonably determined by Collateral Agent. Notwithstanding anything herein to the contrary, Borrower shall have ninety (it being agreed and understood that 90) days from the Closing date to transfer [*] of its investment balances to Bank or its Affiliates, during which interim period, such amount in accounts outside of Bank or its Affiliates shall be subject to a Control Agreements that Agreement in favor of Collateral Agent is entering into Agent. Furthermore, notwithstanding anything herein to the contrary, Borrower shall only be required to maintain [*] of its investment balances at Bank or its Affiliates so long as SVB Asset Management (“XXX”), upon Borrower’s prior written request, provides Borrower an annual Statement on Standards for Attestation Engagements (“SSAE16”) Report providing a detailed description of SAM’s internal controls. If XXX does not receive an unqualified opinion from an auditor with respect to Borrower’s any SSAE16 audit that XXX obtains in the ordinary course of business, after XXX has been provided a reasonable opportunity to cure any deficiency noted in any qualified opinion, Borrower will have the right, after consultation with Bank, to withdraw its investment and/or operating account funds and transfer such funds to another institution that has received an unqualified opinion from an auditor with respect to a SSAE16 audit, provided that (a) Borrower provides Collateral Accounts maintained with Bank Agent and Lenders a copy of America on the Effective Date are not such SSAE 16 reports of any such other institutions, and (b) any such other institution executes and delivers a Control Agreement in such favor of, and in form and substance as is not content reasonably satisfactory to acceptable to, Collateral Agent), with respect to each such account. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries Loan Party establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates or as otherwise disclosed in the Perfection Certificates. In addition, for each Collateral Account that Borrower or any Loan Party, at any time maintains, Borrower or such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, and to the extent such perfection via a Control Agreement is recognized under local laws, prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided. [*] = Certain confidential information contained in this document, howevermarked by brackets, Borrower may continue has been omitted and filed separately with the Securities and Exchange Commission pursuant to maintain its Collateral AccountsRule 24b-2 of the Securities Exchange Act of 1934, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.amended

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries' primary operating Collateral Accounts and fifty percent (50%) of their excess cash with Bank and Bank’s Affiliates in accounts Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form Agent and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)each Lender. (b) Borrower shall obtain any letters of credit and cash management services exclusively from Bank. (c) Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s and each Lender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent and each Lender. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent and the Lenders by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (cd) Borrower shall cause Viracta Royalty to transfer to Parent, within seven (7) Business Days of receipt, all amounts received or held by Viracta Royalty other than those amounts which Viracta Royalty is contractually obligated to pay to Xoma (US) LLC and/or its successors and assigns (“Xoma”) pursuant to that certain Royalty Purchase Agreement, dated on or about March 20, 2021, by and between Xoma and Parent. (e) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(aSection 6.6(a)(c) and (bd); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with the third party banks and in the accounts as set forth in the Perfection Certificates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into ; except with respect to Borrower’s Collateral Accounts maintained with Bank deposit accounts excepted from this requirement pursuant to the last sentence of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral AgentSection 6.6(b). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than the third party banks and in the accounts as set forth in the Perfection Certificate. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates; (ii) BofA Credit Card Account the deposit account number ******1465 maintained by Borrower with Xxxxx Fargo Bank, National Association as set forth in the Perfection Certificates so long as such account is (A) the aggregate cash balance maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such deposit account does not exceed Three Eight Hundred One Dollars ($800.00) at any time, (B) no additional any cash, cash equivalents or other securities are transferred into such Collateral Account, and (C) prior to the forty-fifth (45th) day following the Effective Date, all cash, cash equivalents or other securities maintained in such account are transferred into a Collateral Account that is subject to Control Agreements, and such account is closed by Borrower; and (iii) the deposit accounts maintained by Borrower with the National Australia Bank as set forth in the Perfection Certificates so long as (A) the aggregate cash balance maintained in all such deposit accounts does not exceed Five Hundred Thousand Dollars ($301,000.00)500,000.00) at any time, and (B) the aggregate amount of cash transferred by Borrower from Collateral Accounts that are subject to Control Agreements into the deposit accounts maintained by Borrower with the National Australia Bank does not exceed (1) One Million Two Hundred Thousand Dollars ($1,200,000.00) in any fiscal year, and (2) Four Hundred Thousand Dollars ($400,000.00) in any fiscal quarter. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of a. Subject to Section 3.5, maintain Borrower’s and Guarantors Collateral Accounts in accounts which are subject depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (j) of the definition thereof, which Control Agreement must be in such form payroll, payroll taxes and substances as is reasonably acceptable other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees and identified to Collateral Agent (it being agreed and understood that by Borrower as such in the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Disclosure Schedules. (b) b. Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (j) of the definition thereof, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Disclosure Schedules. (c) c. Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and each Loan Party’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary which Control Agreement must is a Loan Party shall be in such form and substances as is reasonably acceptable required to deliver to Collateral Agent (it being agreed and understood that a Control Agreement to the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as extent perfection is not recognized under local laws, as reasonably satisfactory to determined by Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) [ * ] days’ prior written notice before Borrower or any of its Subsidiaries Loan Party establishes any Collateral AccountAccount at or with any Person other than Comerica Bank or as otherwise disclosed in the Perfection Certificates. In addition, for each Collateral Account that Borrower or any Loan Party, at any time maintains, Borrower or such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, and to the extent such perfection is recognized under local laws, prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Loan Parties’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates, (ii) BofA Credit Card Account so long as such account is accounts maintained exclusively for by Cerus B.V. and disclosed in the purpose of securitizing Borrower’s Indebtedness described in clause Perfection Certificates or (giii) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Restricted Accounts. (c) Neither Borrower nor any of its Subsidiaries Loan Party shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). Without limiting the foregoing, neither Borrower nor any Loan Party shall establish any Collateral Account, foreign or domestic, other than subject to Control Agreements, or other appropriate instrument with respect to such Collateral Account to perfect Lender’s Lien in such Collateral Account, to the extent such perfection is recognized under local laws, in favor of and in form and substance reasonably acceptable to Lender, into which Borrower’s cash or Cash Equivalents are credited or otherwise maintained; provided, however, Borrower may continue provided that Cerus B.V. shall be permitted to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, accounts with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with ABN AMRO and Bank of America on as disclosed in the Effective Date Perfection Certificates, not subject to Control Agreements (other than or similar) provided the BofA Credit Card Account) and deliver to Collateral Agent evidence (aggregate amount in such form and substance accounts shall not exceed 300% of (i) Cerus B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing 2% of the commission on gross sales paid by Borrower to Cerus BV as is reasonably acceptable to Collateral Agentset forth in the Commissionaire Agreement, at any time. Notwithstanding the foregoing, in no event shall Cerus BV's operating expenses exceed 300% of Cerus B.V.'s operating expenses for the immediately preceding twelve (12) calendar month period, calculated as of closure the end of all of each calendar month for such Collateral Accounts within thirty twelve (3012) days after the Effective Datecalendar month period then ended.

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (j) of the definition thereof, which Control Agreement must payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees in an aggregate amount not to exceed the amount reasonably expected to be in such form due and substances as is reasonably acceptable payable for the next two (2) succeeding pay periods and identified to Collateral Agent by Borrower as such in the Disclosure Schedules and any deposit accounts at Western Alliance Bank (it being agreed provided the accounts at Western Alliance Bank do not have an aggregate balance in excess of One Hundred Thousand Dollars ($100,000) from and understood after the date that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on three (3) Business Days after the Effective Date and such accounts are not in such form and substance closed as is not reasonably satisfactory to Collateral Agentrequired by Section 6.12(b)). (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (j) of the definition thereof, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees in an aggregate amount not to exceed the amount reasonably expected to be due and payable for the next two (2) succeeding pay periods and identified to Collateral Agent by Borrower as such in the Perfection Certificates Disclosure Schedules or otherwise in writing to the Collateral Agent and any deposit accounts at Western Alliance Bank (ii) BofA Credit Card Account so long as such account is maintained exclusively for provided the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the accounts at Western Alliance Bank do not have an aggregate balance in such account does not exceed Three excess of One Hundred One Thousand Dollars ($301,000.00100,000) from and after the date that is three (3) Business Days after the Effective Date and such accounts are closed as required by Section 6.12(b)). (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and its domestic Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that except as provided by the Control Agreements that Collateral Agent is entering into with respect second to Borrower’s Collateral Accounts maintained with Bank last sentence of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral AgentSection 6.6(b)). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above paragraph shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and or (ii) BofA Credit Card Account any deposit accounts maintained in the name of one or more Foreign Subsidiaries, so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the aggregate balance in all such account accounts does not exceed Three Two Hundred One Fifty Thousand Dollars ($301,000.00)250,000) at any one time. Collateral Agent agrees not to place a “hold” or deliver a notice of exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of any Collateral unless an Event of Default has occurred. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain (i) all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be Agent (other than Borrower’s account maintained with Xxxxxxx Xxxxx Bank and disclosed on the Perfection Certificate so long as the balance in such form account does not exceed Twenty-Five Thousand Dollars ($25,000.00) at any time) and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that ii) beginning by the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank later of America on (x) sixty (60) days after the Effective Date are or (y) October 1, 2015, and at all times thereafter, Borrower’s primary Collateral Accounts (including a majority of its investments) with Bank or its Affiliates; provided that, without limiting the foregoing, Borrower shall not transfer, directly or indirectly, any proceeds of the Terms Loans to any Collateral Account not subject to a Control Agreement in such favor of, and in form and substance as is not reasonably satisfactory to to, Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates, or (ii) BofA Credit Card Account Borrower’s account maintained with Xxxxxxx Xxxxx Bank and disclosed on the Perfection Certificate so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Twenty-Five Thousand Dollars ($301,000.00)25,000.00) at any time. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its domestic U.S. Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral AgentAgent and the Lenders; provided, however, that Borrower may maintain cash and Cash Equivalents (i) held in existing accounts held at Wxxxx Fargo (which are subject to a Control Agreement must be in such form and substances as is reasonably acceptable to favor of Collateral Agent and the Lenders), and (it being agreed ii) held in accounts xxxxxx2454 and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date xxxxxx5768 at Wxxxx Fargo (which are not in such form and substance as is not reasonably satisfactory required to Collateral Agentbe subject to a Control Agreement). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its domestic Subsidiaries establishes any Collateral AccountAccount at or with any Person. In addition, for each Collateral Account that Borrower or any of its domestic Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (ia) deposit any accounts exclusively used established (or otherwise maintained) solely with respect to 401(k) accounts, flexible spending reimbursement accounts and insurance accounts for payrollthe payment of employee health claims, payroll (b) any trust accounts established (or otherwise maintained) solely with respect to withholding taxes and all payroll accounts (which are solely for such purposes), (c) any fiduciary or escrow accounts and (d) any disbursement accounts established solely for the payment of medical, dental, disability or other employee wage and similar expenses in connection with insurance or benefit payments to or programs for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its domestic Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificate. (cb) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(aSection 6.6. (c) and Notwithstanding anything herein to the contrary: (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that i) Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date deliver no later than seven (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (307) days after the Effective Date, Borrower shall deliver fully executed Control Agreement(s) in favor of Collateral Agent, with respect to at least one bank account of Borrower (or if Borrower despite making commercially reasonable efforts is unable to deliver the such fully executed Control Agreement(s) seven (7) days after the Effective Date, then in any event no later than fifteen (15) days after the after the Effective Date Borrower shall deliver such fully executed Control Agreement(s)); (ii) On or before Borrower shall deliver no later than sixty (60) days after the Effective Date (or if Borrower despite making commercially reasonable efforts is unable to deliver the applicable fully executed Control Agreement(s) sixty (60) days after the Effective Date, then in any event no later than ninety (90) days after the after the Effective Date), Borrower shall deliver fully executed Control Agreement(s) in favor of Collateral Agent with respect to all Collateral Accounts of Borrower. Until such time as Borrower delivered fully executed Control Agreements with respect to all of its Collateral Accounts, Borrower shall at all times maintain a minimum cash balance of Fifteen Million Dollars ($15,000,000.00) in such account(s) with respect to which Borrower has delivered fully executed Control Agreement(s) in accordance with Section 6.7(c)(i) after such Control Agreement(s) have been delivered.

Operating Accounts. v. Maintain a deposit/operating account with SVB. w. In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor, shall obtain any business credit card, letter of credit and cash management services exclusively from SVB. x. In addition to and without limiting the restrictions in (a) Maintain all of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent), which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than SVB or SVB’s Affiliates. In addition, for For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than SVB) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral Agentthe Lenders. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in account no. xxxxxxxx1869 at Bank of America (the Perfection Certificates and (ii“BofA Account”) BofA Credit Card Account so long as such account is maintained exclusively for the purpose all amounts (if any) in excess of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Ten Thousand Dollars ($301,000.00). 10,000) in such account are swept to Borrower’s accounts at SVB or HSBC (ccovered by a Control Agreement in favor of Agent) Neither Borrower nor on a daily basis or (ii) Borrower’s account no. 000-000000-000 at HSBC Bank Canada (the “Excluded Canadian Account” and together with the BofA Account, the “Excluded Accounts”) so long as the Excluded Canadian Account is closed on or prior to July 31, 2021. The proceeds of any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue Term Loan Advances made by the Lenders to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close be deposited into the Designated Deposit Account at SVB and shall remain therein (Borrower shall not be permitted to spend or transfer funds in the Designated Deposit Account) together with any additional amounts required to be transferred by Borrower to insure that the amount of cash in the Designated Deposit Account at SVB is at least equal to the outstanding principal amount of all of Term Loan Advances made to Borrower by the Lenders until the date on which Borrower provides Agent with evidence, satisfactory to Agent in its Collateral Accounts maintained with Bank of America on sole discretion, confirming that (1) any new accounts opened by Borrower at HSBC or HSBC Canada after the Effective Date have been added to the existing Control Agreement between Agent and HSBC or HSBC Canada, as applicable, (other than the BofA Credit Card Account2) and deliver to Collateral Agent evidence one hundred percent (in such form and substance as is reasonably acceptable to Collateral Agent100%) of closure any assets held in the Excluded Canadian Account have been deposited into an account or accounts at HSBC or HSBC Canada that are subject to a Control Agreement(s) in favor of Agent, and (3) the Excluded Canadian Account has been closed and all amounts therein transferred into Borrower’s account at SVB or an account at HSBC or HSBC Canada that is subject to a Control Agreement in favor of such Collateral Accounts within thirty Agent. The date on which items (301) days after – (3) in the Effective previous sentence have been satisfied shall be known as the “Banking Requirement Release Date”. In addition, Borrower shall, beginning on June 19, 2021 and continuing at all times thereafter prior to the Banking Requirement Release Date, also maintain cash in the Designated Deposit Account at SVB sufficient to repay all accrued but unpaid interest on any Term Loan Advances made by the Lenders to Borrower as well as the Final Payment, the Prepayment Premium and any other Obligations owing from Borrower to Agent or the Lenders hereunder.

Operating Accounts. (a) Maintain all of such Borrower’s Collateral Accounts and all of their Subsidiaries’ operating and other deposit accounts and securities accounts in accounts which that are subject to a Control Agreement in favor of Collateral Agent, other than Certificate of Deposit account No. 00000000 maintained with Square 1 Bank (the “Cash Collateral Account”), which shall be subject to a Control Agreement must only (i) until Borrower enters into a Loan and Security Agreement between Borrower and Square 1 Bank, as amended from time to time (the “Square 1 Agreement”) and (ii) after Borrower has repaid any amounts that remain owing thereunder or Square 1 Bank no longer has any obligation to make any credit extensions to Borrower under the Square 1 Agreement. Borrower shall cause the Cash Collateral Account to be closed or made subject to a Control Agreement at all other times. Borrower shall not permit the balance in such form and substances as is reasonably acceptable the Cash Collateral Account to exceed $5,000,000, nor permit the Collateral Agent (it being agreed and understood that Account to secure any obligations other than those arising under the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Square 1 Agreement. (b) Such Borrower shall, and shall cause its Subsidiaries to, provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account. In addition, for each Collateral Account that Borrower at or Guarantor or any of their Subsidiaries any time maintains, such Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither No Borrower nor any of or its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s Collateral Accounts and Guarantor’s and all of their Subsidiaries’ operating and other deposit accounts and securities accounts with Bank of America, Royal Bank of Canada and Capital Advisors Group/State Street in accounts which are subject to a Control Agreement in favor of Collateral Agent; notwithstanding the foregoing, which Control Agreement must be Borrower may maintain account #3300536717 with Silicon Valley Bank (the “SVB Account”) until June 30, 2011, provided, however, that the amount on deposit in such form and substances as is reasonably acceptable to Collateral Agent account shall not exceed One Hundred Thousand Dollars (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)$100,000) at any time. (b) Borrower Borrower, Guarantor and their respective Subsidiaries shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any Person other than Bank of America, Royal Bank of Canada and Capital Advisors Group/State Street. In addition, for each Collateral Account that Borrower at or Guarantor or any of their Subsidiaries any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or Guarantor’s or such Subsidiary’s employees and identified to Collateral Agent by Borrower or Guarantor as such in or the Perfection Certificates and (ii) BofA Credit Card SVB Account so long as such account is maintained exclusively for provided that the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance amount on deposit in such account does not exceed Three One Hundred One Thousand Dollars ($301,000.00)100,000) at any time. (c) Neither Borrower nor any of its Borrower, Guarantor, and their respective Subsidiaries shall not maintain any Collateral Accounts except Collateral Accounts maintained located in the United States and Canada in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all no less than fifty-one percent (51.00%) of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that (x) Borrower may maintain the State Street Bank accounts identified on the Perfection Certificate delivered to the Lenders as of the Effective Date, which provided the same are subject to Control Agreement must be Agreements in such form and substances as is content reasonably acceptable to to, and in favor of, Collateral Agent Agent; (it being agreed and understood that y) Borrower may maintain the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America accounts identified on the Perfection Certificate delivered to the Lenders as of the Effective Date Date, for a period not to exceed ninety (90) days from the Effective Date, provided the same are closed on or prior to such ninety (90) day period; and (z) Borrower may maintain the Union Bank accounts identified on the Perfection Certificate delivered to the Lenders as of the Effective Date, for a period not to exceed ninety (90) days from the Effective Date, provided (i) the same are either closed on or prior to, or made subject to Control Agreements from and after, such ninety (90) day period; and (ii) during such ninety (90) day period (or such earlier period following the delivery of Control Agreements with respect thereto), the proceeds of the Term Loans are maintained in such form and substance as is not reasonably satisfactory Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent). (b) From and after the Effective Date, Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, except as set forth in Section 6.6(a), for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ (excluding Mersana Securities) Collateral Accounts that are operating accounts or hold excess cash with Bank or its Affiliates; provided, however, that all Collateral Accounts (other than Excluded Accounts) of Borrower shall be maintained in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained . Borrower shall also conduct all of its primary banking with Bank and Bank’s Affiliates, including, without limitation, cash management, letters of America on the Effective Date are not in such form credit and substance as is not reasonably satisfactory to Collateral Agent)business credit cards. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount (other than Excluded Accounts) after the Effective Date at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to Collateral Accounts (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates, (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause held by Mersana Securities, or (giii) subject to a lien permitted by clauses (k), (n) and (o) of “Permitted Liens” for all such Collateral Accounts at any time ((i) through (iii) collectively, the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00“Excluded Accounts”). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that . (d) At all times Borrower shall close maintain unrestricted (other than restrictions in favor of Collateral Agent and the Lenders) cash in one or more Collateral Accounts subject to Control Agreements in favor of Collateral Agent in an aggregate amount of not less than an amount equal to the lesser of (a) one hundred five percent (105.00%) of the outstanding Obligations and (b) the amount of Borrower’s and all of its Collateral Accounts maintained with Subsidiaries’ (including Mersana Securities) total consolidated cash. Bank may restrict withdrawals or transfers by or on behalf of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in Borrower that would violate this Section 6.6(d), regardless of whether an Event of Default exists at such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datetime.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts at the banks and financial institutions as disclosed in accounts which the Perfection Certificates delivered on the Effective Date and such other banks and financial institutions acceptable to Collateral Agent in its reasonable discretion; provided that, such Collateral Accounts of Borrower and any Guarantor (other than Excluded Accounts) are at all times subject to a Control Agreement or other appropriate instrument under applicable law in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s any such Collateral Accounts maintained with Bank of America on the Effective Date are not to perfect Collateral Agent’s Lien in such form Collateral Accounts in accordance with the terms hereunder and substance as is not reasonably satisfactory provide Collateral Agent with the ability to Collateral Agent)assert control with respect thereto. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, subject to the terms of the Post Closing Letter for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument under applicable law with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder and provide Collateral Agent with the ability to assert control with respect thereto prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and or other appropriate instrument under applicable law may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to Collateral Accounts (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and or (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause subject to a Lien permitted by clauses (gk) and (l) of the definition of “Permitted Indebtedness Liens” (such Collateral Accounts in clauses (i) and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00ii), “Excluded Accounts”). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.and

Operating Accounts. (a) Maintain all of BorrowerFrom and after the date one hundred eighty (180) days from the Effective Date, Borrower shall maintain its, and its Domestic Subsidiaries’ that are Borrowers or Guarantors, domestic depository and operating accounts with Bank and Bank’s Collateral Accounts in accounts which are affiliates, subject to a Control Agreement in favor of of, and in form and content reasonably acceptable to, Collateral Agent; provided, which Control Agreement must be in however, that during such form and substances as is reasonably acceptable to Collateral Agent one hundred eighty (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s 180) day period, all Collateral Accounts maintained with Bank any bank or financial institution shall be subject to one or more Control Agreements in favor of America on the Effective Date Collateral Agent that are not in such form and substance as is not are reasonably satisfactory acceptable to Collateral Agent. Notwithstanding the foregoing, Borrower may maintain the Lease Deposit Cash Collateral Accounts, accounts described in the last sentence of Section 6.6(b) (but without duplication), and other accounts not to exceed $100,000 in the aggregate until the first anniversary of the Effective Date and not to exceed $50,000 in the aggregate thereafter, without any control agreement. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries that is a Borrower or a Guarantor at any time maintains, commencing with the Funding Date of the first Credit Extension made hereunder, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (aof Section 6.6(a) above shall not apply to (i) any Lease Deposit Cash Collateral Account, or to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificate or a written notice to Collateral Agent. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(aSection 6.6. (d) Lock Box; Dominion of Funds. Without limiting any of the foregoing: (i) Borrower shall at its sole expense establish and maintain (band Bank, at Bank's option, may establish and maintain at Borrower’s expense); provided, however, Borrower may continue prior to maintain its Collateral Accounts, set forth on the Perfection Certificates on Funding Date of the initial Advance and no later than one hundred eighty (180) days from the Effective Date: (1) A United States Post Office lock box (the “Lock Box”), with to which Bank of America; providedshall have exclusive access and control. Borrower expressly authorizes Bank, furtherfrom time to time, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on to remove the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.contents

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors Collateral Accounts in accounts which are subject depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (k) of the definition thereof, which Control Agreement must be in such form payroll, payroll taxes and substances as is reasonably acceptable other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees and identified to Collateral Agent (it being agreed and understood that by Borrower as such in the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Disclosure Schedules. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (k) of the definition thereof, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Disclosure Schedules. (c) Within one hundred twenty (120) days after the Effective Xxxx, (i) close all Collateral Accounts (other than any Deposit Account solely used cash collateral for Permitted Liens under clause (k) of the definition thereof), (ii) open replacement accounts with Comerica Bank, and (iii) cause Comerica Bank to execute and deliver Control Agreements or other appropriate instruments with respect to all such Collateral Accounts to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder. The provisions of clause (iii) shall not apply to apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (k) of the definition thereof, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Disclosure Schedules. (d) At all times after one hundred twenty (120) days after the Effective Date, Borrower shall, and shall cause any Guarantors and the MSC Subsidiary to, keep on deposit with Comerica Bank not less than the Applicable Percentage of the Borrower’s and such Subsidiaries’ (taken as a whole) cash and Cash Equivalents. (e) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts at the banks and financial institutions as disclosed in the Perfection Certificates delivered on the Effective Date; provided that if Borrower desires to establish a Collateral Account with any bank or financial institution that is not disclosed in the Perfection Certificate delivered on the Effective Date, (i) such Person shall be acceptable to Collateral Agent in its reasonable discretion (except for a new Excluded Account as Collateral Agent will not need to approve the bank or financial institution at which such new Excluded Account is maintained) and (ii) Borrower shall be in compliance with the requirements of Section 6.6(b); provided further that, subject to the Post-Closing Letter, such Loan Parties’ Collateral Accounts (other than the Excluded Accounts) shall at all times be subject to a Control Agreement or other appropriate instrument under applicable law in favor of Collateral Agent with respect to any such Collateral Accounts to perfect Collateral Agent’s Lien in such Collateral Accounts in accounts which accordance with the terms hereunder and provide Collateral Agent with the ability to assert control with respect thereto. Notwithstanding the foregoing, until all Collateral Accounts (other than Excluded Accounts) in existence on the Effective Date are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to the Collateral Agent (it being agreed in accordance with the terms of this Section 6.6 and understood that the Control Agreements that Collateral Agent is entering into with respect Post Closing Letter, the Designated Deposit Account shall maintain funds of not less than an amount equal to Borrower’s Collateral Accounts maintained with Bank the aggregate principal amount of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Term Loans which have been funded. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account, other than Excluded Accounts, at or with any Person following the Effective Date. In addition, for each Collateral Account that Borrower a Loan Party at any time maintains, Borrower such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument under applicable law with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder and provide Collateral Agent with the ability to assert control with respect thereto prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and or other appropriate instrument under applicable law may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Excluded Accounts. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. The Issuer shall maintain at the Issuer’s expense, one or more interest-bearing accounts (acollectively, the “Operating Accounts” and individually, each an “Operating Account”) Maintain all in the name of Borrower’s Collateral Accounts in accounts the Issuer with banks (collectively, the “Operating Account Bank” and individually, each an “Operating Account Bank”) selected by the Issuer and reasonably acceptable to Administrative Agent (acting at the written direction of the Requisite Holders), which are subject to have entered into a Control Agreement in favor of Collateral Agent, which Control Agreement must be in specifying that such form and substances as is reasonably acceptable to Collateral Operating Account Bank shall comply with all instructions it receives from Administrative Agent (it being agreed and understood that acting at the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank written direction of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (bRequisite Holders) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Operating Account without further consent from the Issuer. All Cash Receipts to perfect Collateral Agent’s Lien be received by the Issuer or any Note Party shall be deposited in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral any Operating Account, which Control Agreement must be in such form and substance as is reasonably satisfactory the Issuer shall direct (and hereby agrees to Collateral Agent direct) each payor of any Cash Receipts now and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates future to make payment to any such Operating Account. After the occurrence and during the continuance of an Event of Default, the Issuer hereby irrevocably appoints Administrative Agent as its attorney-in-fact (ii) BofA Credit Card Account and such appointment shall be deemed to be coupled with an interest so long as any Notes remain outstanding) to address any Direction Letter or Letter-in-Lieu of division order executed by the Issuer it may hold and deliver or have delivered any such account letter to any Person purchasing Hydrocarbons from the Note Party’s Oil and Gas Properties that is maintained exclusively not then directing payment for such Hydrocarbons to any Operating Account. Not later than ten (10) Business Days after the purpose of securitizing Borrower’s Indebtedness described in clause Closing Date, the Issuer shall send Direction Letters to all existing purchasers and the Administrative Agent (gand within ten (10) Business Days after entering into an agreement with any new purchaser, to such new purchaser) of Hydrocarbons produced from the definition Oil and Gas Properties of Permitted Indebtedness the Note Parties, directing them to forward all amounts payable to the Note Parties directly to any Operating Account at the mailing address of the applicable Operating Account Bank. Notwithstanding the foregoing, each such Control Agreement shall permit the Issuer and its Note Parties, as applicable, to withdraw from the balance in Operating Accounts any amounts contained therein so long as Administrative Agent (acting at the written direction of the Requisite Holders) has not sent the depository bank party to such account Control Agreement a notice indicating that the Administrative Agent has exercised its right to acceleration pursuant to this Agreement following the occurrence and continuance of an Event of Default. Administrative Agent acknowledges and agrees that it does not exceed Three Hundred One Thousand Dollars ($301,000.00)presently and shall not in the future claim, create or attempt to create any lien on or security interest in any Other Owner Cash Receipts and hereby waives, disclaims and relinquishes any such lien or security interest. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Other than Excluded Deposit Accounts, maintain all of Borrowerits and all of its Subsidiaries’ operating accounts and excess cash with SVB and SVB’s Collateral Accounts in Affiliates (it being understood and agreed, for the avoidance of doubt, that SVB Asset Management accounts which are held through U.S. Bank, N.A. constitute accounts with SVB and SVB’s Affiliates); provided however, after consummation of the Equity Event, Borrower and its Subsidiaries shall be permitted to maintain up to an amount equal to the Specified Amount at financial institutions outside of SVB and SVB’s Affiliates so long as each such account (other than Excluded Deposit Accounts) is subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be Agent and in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent and the Lenders; provided further that within five (5) Business Days of Agent)’s written request following an Event of Default that is continuing, Borrower shall maintain all of its and all of its Subsidiaries’ depository and operating accounts and excess cash with SVB and SVB’s Affiliates. (b) In addition, Borrower and all of its Subsidiaries shall obtain any business credit card, Letters of Credit, and cash management services exclusively from SVB. (c) In addition to and without limiting the restrictions in (a), Borrower shall provide Collateral Agent five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than SVB or SVB’s Affiliates. In addition, for For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than SVB) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent and the Lenders by Borrower as such in the Perfection Certificates and such, (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) escrow or trust accounts established to hold a portion of the definition purchase price or other contingent or deferred payments in connection with a Permitted Acquisition or the SPAC Transaction and (iii) Deposit Accounts with a balance of Permitted Indebtedness and the balance in such account does not exceed Three less than One Hundred One Thousand Dollars ($301,000.00100,000) individually or Two Hundred Thousand Dollars ($200,000) in the aggregate (such accounts described in the foregoing clauses (i). , (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(aii) and (biii); provided, howevercollectively, Borrower may continue to maintain its Collateral the “Excluded Deposit Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date”).

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors’ Collateral Accounts in accounts which are subject at depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply (i) from the Effective Date until October 14, which 2016 (or such longer period as Collateral Agent agrees in its sole discretion, the “Initial Control Agreement must be Deadline”) (ii) on and after the Initial Control Agreement Deadline until October 31, 2016 (or such longer period as Collateral Agent agrees in such form its sole discretion) so long as Borrower maintains Qualified Cash in an amount equal to or greater than the sum of the Qualified Cash A/P Amount plus 125% of all Obligations then outstanding, (iii) to that certain Account maintained by TD Private Client Wealth LLC, account number XXXX7865, from the Effective Date until December 30, 2016, so long as Borrower maintains on and substances as is reasonably acceptable after the Initial Control Agreement Deadline, Qualified Cash in an amount equal to or greater than the sum of the Qualified Cash A/P Amount plus 125% of all Obligations then outstanding, (iv) to Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate and (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect v) to Borrower’s other Collateral Accounts maintained with Bank of America on holding less than $125,000, in the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)aggregate. (b) Subject to 6.6(a), Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and (ii) BofA Credit Card Account so long as such account is maintained exclusively payable for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)next succeeding pay periods. (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, which that Borrower shall also be permitted to maintain a securities account with Xxxxxxxxx LLC (pursuant to a custodian account maintained with Pershing LLC) (the “Specified Securities Account”) solely for the purpose of selling the common stock of Vaxcyte, Inc. owned by Borrower, so long as the net cash proceeds arising from the Stock Sale are transferred to a Deposit Account that is governed by a Control Agreement must be in within three (3) Business Days of the settlement of each such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)sale. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account (other than the Specified Securities Account) at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates as may be updated after the Effective Date subject to the review and approval of Collateral Agent or (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Specified Securities Account. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.”

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts, Securities Accounts and/or Commodities Accounts (w) that only contain cash collateral securing letters of credit, in each case, to the extent permitted by clause (k) of the definition of “Permitted Liens”, (x) exclusively used for payroll, (y) exclusively used for payroll Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s Collateral Accounts maintained with Bank ’s, or any Subsidiaries, employees, in each case of America on clauses (x) and (y) so long as the Effective Date are not amounts in such form accounts do not exceed amounts reasonably determined by the Borrower to be necessary to pay such obligations for the immediately following payment cycle and substance (z) other Deposit Accounts, Securities Accounts and/or Commodities Accounts so long as is the amounts in such other accounts do not reasonably satisfactory to Collateral Agentexceed One Hundred Thousand Dollars ($100,000.00) in the aggregate at any one time (the foregoing accounts identified in clauses (w), (x),(y) and (z), collectively the “Excluded Accounts”). (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(athis Section 6.6. 118773011_2 (d) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on Neither the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (nor any Lender shall deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement, in such form each case, unless an Event of Default has occurred and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datecontinuing.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts at the banks and financial institutions as disclosed in accounts the Perfection Certificates delivered on the Effective Date (if Borrower desires to establish a Collateral Account with any bank or financial institution that is not disclosed in the Perfection Certificate delivered on the Effective Date, such Person shall be acceptable to Collateral Agent in its reasonable discretion (except for a new Excluded Account as Collateral Agent will not need to approve the bank or financial institution at which such new Excluded Account is maintained) and Borrower shall be in compliance with the requirements of Section 6.6(b)); provided that, such Collateral Accounts, which are held by Borrower or a Guarantor, other than the Excluded Accounts, are at all times subject to a Control Agreement or other appropriate instrument under applicable law in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s any such Collateral Accounts maintained with Bank of America on the Effective Date are not to perfect Collateral Agent’s Lien in such form Collateral Accounts in accordance with the terms hereunder and substance as is not reasonably satisfactory provide Collateral Agent with the ability to Collateral Agent)assert control with respect thereto. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account, other than Excluded Accounts, at or with any Person following the Effective Date. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument under applicable law with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder and provide Collateral Agent with the ability to assert control with respect thereto prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and or other appropriate instrument under applicable law may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Excluded Accounts. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain (i) all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral AgentAgent and (ii) within ninety (90) days of the Effective Date, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to all of Borrower’s and its Subsidiaries’ primary Collateral Accounts maintained with Bank of America on or its Affiliates. Notwithstanding the Effective Date are not foregoing, Borrower shall be permitted to maintain any direct or indirect deposit accounts or banking relationships to the extent required in such form and substance as is not reasonably satisfactory order to Collateral Agentcomply with Borrower’s transition services agreement with Greatbatch, Inc. (the “Transition Services Accounts”). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates, (ii) BofA Credit Card Account the Transition Services Accounts so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the aggregate balance in all such account accounts does not exceed Three Five Hundred One Thousand Dollars ($301,000.00)500,000.00) at any time and (iii) for a period of up to ninety (90) days after the Effective Date, deposit accounts maintained with financial institutions other than Bank or Bank’s Affiliates so long as the aggregate balance in all such accounts does not exceed Five Hundred Thousand Dollars ($500,000.00) at any time. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Except as contemplated by Section 6.6(b), maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any new Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue the provisions of Sections 6.6(a),(b) and (c) shall not be applicable to maintain its Collateral Accounts, set forth on the Perfection Certificates on Designated WEX Account for so long as the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on aggregate balance in such account does not exceed $300,000 at any given time and such account is used exclusively to secure the Effective Date (other than the BofA Credit Card AccountIndebtedness (the outstanding aggregate amount of which shall not exceed $300,000 at any given time). (d) and deliver to Collateral Agent evidence (and the Lenders agree not to give a notice of exclusive control, entitlement order, or other similar direction or instructions under any Control Agreement unless an Event of Default has occurred and has neither been cured in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after accordance with the Effective Dateterms hereof nor waived in accordance with the terms hereof.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) From and after the Effective Date, Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with such Persons who have already entered into one or more Control Agreements in favor of Borrower and which Control Agreement will cover such Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations) and written confirmation of Collateral Agent and Lenders of such satisfaction in full. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s Collateral Accounts in its and its Subsidiaries’, if any, depository, operating accounts and securities accounts which are subject maintained in the United States (including, without limitation, such accounts which are maintained with United States branches of foreign financial institutions) with Bank and Bank’s affiliates, with all excess funds maintained at or invested through Bank or an affiliate of Bank. Notwithstanding the foregoing, Borrower may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to a Control Agreement in favor receive deposits of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect payment items sent to Borrower’s Collateral Accounts maintained pre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be required to comply with Bank the terms of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Section 6.3(c) hereof. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ prior days prior-written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than Bank or Bank’s Affiliates. In addition, for For each Collateral Account that Borrower at any time maintainsmaintains in the United States (including, without limitation, such accounts which are maintained with a United States branch of a foreign financial institutions), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral AgentBank. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)number 0985930850 at National City Bank; provided, howeverthat such account number 0985930850 at National City Bank shall be terminated no later than December 31, 2009, with the proceeds thereof transferred to an account of Borrower may continue maintained at Bank.” 2 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(a) thereof, in its entirety: (a) Minimum Adjusted Quick Ratio. An Adjusted Quick Ratio of at least 1.2 to 1.0 provided that Borrower shall only be required to maintain such minimum Adjusted Quick Ratios with respect to months during which there were any Advances outstanding.” and inserting in lieu thereof the following: (a) Minimum Adjusted Quick Ratio. An Adjusted Quick Ratio of at least 1.2 to 1.0 at all times.” 3 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(b) thereof, in its Collateral Accountsentirety: (b) Maximum Capital Expenditures. Not contract for, set forth purchase or make any expenditure or commitments for capital expenditures in an aggregate amount in excess of $1,750,000 for Borrower’s fiscal year ending December 31, 2009, $3,400,000 for Borrower’s fiscal year ending December 31, 2010, and an amount for each of Borrower’s fiscal years ending thereafter as Borrower and Bank shall agree, provided that if Borrower and Bank fail to agree on the Perfection Certificates amount with respect to any such year, such amount shall be deemed to be $3,400,000 for such year.” and inserting in lieu thereof the following: (b) Maximum Capital Expenditures. Not contract for, purchase or make any expenditure or commitments for Capital Expenditures in an aggregate amount in excess of $1,750,000 for Borrower’s fiscal year ending December 31, 2009, $3,400,000 for Borrower’s fiscal year ending December 31, 2010, and an amount for each of Borrower’s fiscal years ending thereafter as Borrower and Bank shall agree, provided that if Borrower and Bank fail to agree on the Effective Dateamount with respect to any such year, with Bank of Americasuch amount shall be deemed to be $3,400,000 for such year; provided, further, that Borrower for each fiscal year, any Capital Expenditure amount not used by the last day of the respective fiscal year shall close all of be added to the permitted Capital Expenditure amount for the next succeeding fiscal year.” 4 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(d) thereof, in its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.entirety:

Operating Accounts. (a) Maintain all of Borrower’s Except as set forth in clause (b) below, maintain its and its Subsidiaries’, Collateral Accounts with Silicon Valley Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent for the ratable benefit of the Lenders (as necessary to perfect such Collateral Agent, which Control Agreement must be ’s Lien in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral AgentAccount). (b) Borrower Borrower, and each of Borrower’s Subsidiaries, if any, shall provide Collateral Agent and each Lender five (5) days’ prior written notice notice, and obtain Collateral Agent’s and each Lender’s consent, before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any Person other than Silicon Valley Bank. In addition, for each such Collateral Account that Borrower Borrower, or any of Borrower’s Subsidiaries, at any time maintains, Borrower Borrower, or any such Subsidiary, shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent and each Lender. The provisions of the previous sentence and subsection (aSection 6.6(a) above shall not apply to (ia) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (iib) BofA the Letter of Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Account. (c) Neither Borrower shall not, nor any of its Subsidiaries shall Borrower’s Subsidiaries, if any, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain So long as SVB is a Lender under this Agreement, maintain all of Borrower’s and its Subsidiaries’ (other than its Foreign Subsidiaries’) primary Collateral Accounts with SVB (representing at least 85% of the cash and Cash Equivalents of Borrower and its Subsidiaries required to be maintained to comply with the covenant) in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that Borrower and its Subsidiaries may also maintain accounts with Xxxxx Fargo Bank, which N.A. that are subject to Control Agreement must be Agreement(s) in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank favor of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries (other than its Foreign Subsidiaries’) establishes any Collateral AccountAccount at or with any Person other than Xxxxx Fargo Bank, N.A. and Silicon Valley Bank). In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary (other than a Foreign Subsidiary) shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection account control agreements shall not be required for: (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates Certificates, (b) such dedicated deposit accounts, and (ii) BofA Credit Card Account such deposit accounts pledged to support the SVB Certificate of Deposit and the Xxxxx Fargo Certificate of Deposit. In addition, notwithstanding the foregoing, Borrower and its Subsidiaries shall be permitted to maintain the Deposit Accounts, Securities Accounts and other accounts identified in the Perfection Certificate, so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) value of the definition of Permitted Indebtedness and the balance assets credited to or on deposit in such account accounts does not exceed Three Hundred One Thousand Dollars ($301,000.00)the “maximum amounts” set forth on the Perfection Certificate as of the Effective Date for such accounts. (c) Neither Borrower nor any of its Subsidiaries (other than Foreign Subsidiaries) shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain (i) not less than 60% of the dollar value of all Unrestricted Cash of Borrower and its Subsidiaries with banks or financial institutions located within the United States; and (ii) Borrower’s and its Domestic Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least 51% of the dollar value of all of Borrower’s Collateral Accounts in and its Subsidiaries’ operating and other deposit accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)securities accounts at all banks or financial institutions. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount within the United States at or with any bank or financial institution other than Bank or Bank’s Affiliates. In addition, for For each Collateral Account located within the United States that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in such, or to the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described pledged time deposit maintained with ABN Amro Bank to secure the letters of credit issued in clause (gconnection with value added tax recovery initiatives of Axcelis Technologies GmbH, or to those Collateral Accounts identified on Schedule 6.8(b) of hereto, provided that the definition of Permitted Indebtedness and the balance amounts on deposit in such account does Collateral Accounts shall not exceed Three Hundred One Thousand Dollars ($301,000.00the maximum amounts indicated on Schedule 6.8(b). (c) Neither Notwithstanding (i) the requirement in Section 6.8(a) that all of Borrower’s and its Domestic Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts be maintained with Bank and Bank’s Affiliates; or (ii) the requirement in Section 6.8(b) that Borrower nor shall cause any of its Subsidiaries shall maintain bank or financial institution (other than Bank) at or with which any Collateral Accounts except Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Accounts maintained Account to perfect Bank’s Lien in accordance such Collateral Account; Bank agrees that Borrower shall have ninety (90) days from the Effective Date (or such longer period as Bank may agree to in writing) to close all of Borrower’s and its Domestic Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts located with Sections 6.6(a) banks or financial institutions other than Bank and (b)Bank’s Affiliates; provided, however, that with respect to Account No. 5800355702 maintained with LaSalle Bank (the “Existing Lockbox Account”), Borrower shall cause such account to be closed within 120 days from the Effective Date (or such longer period as Bank may continue agree to maintain its Collateral Accountsin writing) provided that, set forth at all times prior to such closure, Borrower shall cause all deposits in the Existing Lockbox Account to be swept on the Perfection Certificates on a daily basis and deposited into a lockbox account, or such other “blocked account”, maintained with Bank; provided further, that at all times from and after the Effective Date, Borrower shall maintain sufficient deposits with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained and Bank’s Affiliates to comply with Bank of America on the Effective Date minimum dollar value requirements set forth in clauses (other than the BofA Credit Card Accounti) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agentii) of closure of all of such Collateral Accounts within thirty (30) days after the Effective DateSection 6.8(a).

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ primary Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; which accounts shall represent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into 1) with respect to Borrower’s Collateral and its Subsidiaries’ primary Deposit Accounts, Commodity Account or any other bank account (other than Securities Accounts) (collectively, “Operating Accounts”), at least eighty five percent (85.0%) of the dollar value of Borrower’s and such Subsidiaries Operating Accounts maintained at all financial institutions and, (2) with Bank respect to Borrower’s and its Subsidiaries’ primary Securities Accounts, the lesser of America on (i) sixty percent (60.0%) of the Effective Date are not in dollar value of Borrower’s and such form Subsidiaries Securities Accounts at all financial institutions and substance as is not reasonably satisfactory to Collateral Agent(ii) an aggregate amount of Fifty Million Dollars ($50,000,000.00). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s Collateral Accounts in and all of its domestic Subsidiaries’ operating and other deposit accounts which and securities accounts with the institutions identified on the Perfection Certificate, provided that all such accounts are subject to a Control Agreement in favor of Collateral Agent, which . Borrower’s foreign Subsidiaries may maintain operating and other deposit accounts and securities accounts outside of the United States without being subject to a Control Agreement must be provided that the aggregate amount in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that accounts does not exceed $1,000,000 in the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank aggregate at any time without the prior written consent of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower and its Subsidiaries shall provide Collateral Agent and Lenders five (5) days’ prior written notice before establishing any domestic Collateral Account at or with any Person other than the institutions identified on the Perfection Certificate as of the Effective Date. In addition, for each domestic Collateral Account that Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s and Lenders’ Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral AgentAgent and Lenders. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or such Subsidiary’s employees and identified to Collateral Agent and Lenders by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower nor any of and its Subsidiaries shall not maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Subject to Section 3.5, maintain Borrower’s and Guarantors Collateral Accounts in accounts which are subject depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts (1) exclusively used for payroll, which Control Agreement must be payroll Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees, provided that the aggregate balance in such form 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 Requirement of Law with respect to such accounts), as applicable , (2) any zero-balance Disbursement Account, (3) the Landlord LC Account for so long as the Landlord Letter of Credit or any replacement thereof is issued and substances undrawn and (4) any Deposit Account or Securities Account the average daily balance of which in the aggregate, together with the average daily balance of all such other Deposit Accounts and Securities Accounts excluded pursuant to this clause (4), shall not exceed $[***] and as is reasonably acceptable identified to Collateral Agent by Borrower as such in the Perfection Certificate (it being agreed and understood that collectively, the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent“Excluded Accounts”). (ba) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Excluded Accounts. (cb) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts at the banks and financial institutions as disclosed in the Perfection Certificates delivered on the Effective Date; provided that if Borrower desires to establish a Collateral Account with any bank or financial institution that is not disclosed in the Perfection Certificate delivered on the Effective Date, (i) such Person shall be acceptable to Collateral Agent in its reasonable discretion (except for a new Excluded Account as Collateral Agent will not need to approve the bank or financial institution at which such new Excluded Account is maintained) and (ii) Borrower shall be in compliance with the requirements of Section 6.6(b); provided further that, subject to the Post-Closing Letter, such Loan Parties’ Collateral Accounts (other than the Excluded Accounts) shall at all times be subject to a Control Agreement or other appropriate instrument under applicable law in favor of Collateral Agent with respect to any such Collateral Accounts to perfect Collateral Agent’s Lien in such Collateral Accounts in accounts which accordance with the terms hereunder and provide Collateral Agent with the ability to assert control with respect thereto. Notwithstanding the foregoing, until all Collateral Accounts (other than Excluded Accounts) in existence on the Effective Date are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to the Collateral Agent (it being agreed in accordance with the terms of this Section 6.6 and understood that the Control Agreements that Collateral Agent is entering into with respect Post Closing Letter, the Designated Deposit Account shall maintain funds of not less than an amount equal to Borrower’s Collateral Accounts maintained with Bank the aggregate principal amount of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Term Loans which have been funded. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account, other than Excluded Accounts, at or with any Person following the Effective Date. In addition, for each Collateral Account that Borrower a Loan Party at any time maintains, Borrower such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument under applicable law with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder and provide Collateral Agent with the ability to assert control with respect thereto prior to the establishment of such Collateral ACTIVE\1606862447.7 Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and or other appropriate instrument under applicable law may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Excluded Accounts. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, which that Borrower shall also be permitted to maintain (i) a securities account with Jxxxxxxxx LLC (pursuant to a custodian account maintained with Pershing LLC) (the “Specified Securities Account”) solely for the purpose of selling the common stock of Vaxcyte, Inc. owned by Borrower, so long as the net cash proceeds arising from the Stock Sale are transferred to a Deposit Account that is governed by a Control Agreement must be within three (3) Business Days of the settlement of each such sale, (ii) a deposit account with US Bank, N.A. that is governed by a Control Agreement perfecting Collateral Agent’s Lien in such form Collateral Account on or prior to May 4, 2023 and substances as long as Borrower maintains such Collateral Account and (iii) an aggregate of two (2) additional deposit and/or securities accounts at other financial institutions domiciled in the United States, each of which account is reasonably acceptable to governed by a Control Agreement perfecting Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to BorrowerAgent’s Collateral Accounts maintained with Bank of America on the Effective Date are not Lien in such form Collateral Account within fifteen (15) Business Days of Borrower receiving notice that such Collateral Account has been opened and substance is available for use and as is not reasonably satisfactory to long as Borrower maintains such Collateral Agent)Account. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account (other than the Specified Securities Account) at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent; provided, that, with respect to the Collateral Accounts specifically referenced in clauses (ii) and (iii) of Section 6.6(a), Borrower shall have the time frames set forth in clauses (ii) and (iii) of Section 6.6(a), respectively, to execute and deliver the applicable Control Agreements over the accounts referenced in those clauses. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates as may be updated after the Effective Date subject to the review and approval of Collateral Agent or (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Specified Securities Account. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.” 2

Operating Accounts. (a) Maintain On or prior to November 30, 2008, close all of Borrowerdomestic deposit, operating and security accounts not maintained with Bank or Bank’s Collateral Accounts in accounts which are subject Affiliates and transfer all funds therein to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank or Bank’s Affiliates; provided however that, except for amounts used to pay off the existing debt from Comerica Bank and to pay legal fees and expenses incurred in connection with the documentation and negotiation of America on this Agreement, all Growth Capital Advances shall be deposited into an account with Bank or Bank’s Affiliates and all such funds shall not be transferred to another financial institution. Thereafter, Borrower shall maintain its primary domestic depository, operating and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the Effective Date are foregoing, (i) Borrower shall not maintain accounts with foreign institutions except for an account in Canada with an aggregate balance not to exceed Two Hundred Thousand Dollars ($200,000) (U.S.) at any time; and (ii) each of Borrower’s foreign Subsidiaries may maintain accounts with foreign institutions with aggregate balances not to exceed Five Hundred Thousand Dollars ($500,000) per Subsidiary; provided that, in each case of (i) and (ii) above, Borrower shall deliver to each Lender a monthly statement from each such form and substance as is not reasonably satisfactory to Collateral Agent)account. (b) Borrower shall provide Collateral Agent Provide Lenders five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agenteach Lender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of the previous sentence and subsection (a) above shall not apply to accounts (ix) deposit accounts maintained outside the United States and Canada, or (y) exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Lenders by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrowereach Pledgor’s and their Subsidiaries’ (if such Subsidiaries are a Borrower or Guarantor) Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent (or to the extent such account is maintained in the Netherlands, subject to a Dutch law right of pledge in favor of Collateral Agent). The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, which Control Agreement must be in such form payroll taxes and substances as is reasonably acceptable other employee wage and benefit payments to or for the benefit of a Pledgor’s or any of its Subsidiaries’ employees and identified to Collateral Agent (it being agreed and understood that by Pledgor as such in the Control Agreements that Collateral Agent is entering into with respect Perfection Certificates as updated from time to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)time. (b) Borrower Pledgor shall provide Collateral Agent five (5) days’ prior written notice before Borrower any Pledgor or any of its their Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Deutsche Bank, Xxxxxx Xxxxxxx or Bank of America. In addition, for each Collateral Account that any Pledgor or any of their Subsidiaries that are a Borrower or Guarantor, at any time maintains, Borrower Pledgor or such Subsidiary shall (unless such account is maintained in the Netherlands, in which case such account shall be subject to a Dutch law right of pledge in favor of Collateral Agent) cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s any Pledgor’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower Pledgor as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for updated from time to time as permitted under the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Loan Agreement. (c) Neither Borrower any Pledgor nor any of its their Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(aSection 4.5(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Comerica Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that except as provided by the Control Agreements that Collateral Agent is entering into with respect second to Borrower’s Collateral Accounts maintained with Bank last sentence of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral AgentSection 6.6(b)). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Comerica Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Domestic Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) the Specified Account, provided, however, that (A) the balance in such account shall not exceed $1,500,00 (and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of Collateral Agent within two (2) Business Days); and (B) upon termination of security interest granted in connection with that certain Letter of Credit 659470-42 issued by Comerica Bank, or all of Borrower’s obligations secured thereby, Borrower shall, within five (5) Business Days, provide evidence of closure (reasonably acceptable to Collateral Agent) of the Specified Account or (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose Certificates. Collateral Agent agrees not to place a “hold” or deliver a notice of securitizing Borrower’s Indebtedness described in clause (g) exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of the definition any Collateral unless an Event of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Default has occurred. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors’ Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (i) of the definition thereof, payroll, payroll Taxes and other employee wage and benefit payments (including 401(k) and other retirement and benefit plans, and any trusts relating thereto, including rabbi trusts for deferred compensation), to or for the benefit of Borrower’s Collateral Accounts maintained with Bank of America on ’s, or any Guarantor’s, employees; provided that the Effective Date are amount in any payroll, payroll tax or wage accounts shall not exceed, in such form the aggregate, the amount reasonably expected to be due and substance as is not reasonably satisfactory to Collateral Agent)payable for the next two (2) succeeding pay periods. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (i) deposit accounts exclusively used for of the definition thereof, payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and (ii) BofA Credit Card Account so long as such account is maintained exclusively payable for the purpose of securitizing Borrower’s Indebtedness described in clause next two (g2) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)succeeding pay periods. (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain (i) all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral AgentAgent (other than Deposit Accounts exclusively used for payroll, which Control Agreement must be in such form payroll taxes and substances as is reasonably acceptable other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates), and (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to ii) Borrower’s and its Subsidiaries primary Collateral Accounts maintained with Bank or its Affiliates, which Collateral Accounts consisting of America on Securities Accounts shall represent at least eighty-five percent (85.00%) of the Effective Date are not in dollar value of Borrower’s and such form and substance as is not reasonably satisfactory to Collateral Agent)Subsidiaries’ Securities Accounts at all financial institutions. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose Certificates. Collateral Agent agrees not to place a “hold” or deliver a notice of securitizing Borrower’s Indebtedness described in clause (g) exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of the definition any Collateral unless an Event of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Default has occurred. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Subject to Section 6.6(c) below, maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. In addition, which Control Agreement must be Borrower shall (i) maintain at all times at least Twenty Five Million Dollars ($25,000,000.00) in such form the Designated Deposit Account so long as Borrower or its Subsidiaries maintains any accounts at State Street Bank and substances as is reasonably acceptable to Collateral Agent Trust Company or Bank of America, (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with ii) maintain less than Four Million Dollars ($4,000,000.00) in accounts at Bank of America on at all times from the Effective Date are through January 31, 2017, and (iii) maintain less than Two Million Dollars ($2,000,000.00) in accounts at Bank of America at all times from February 1, 2017 through March 31, 2017, upon which date and at all times thereafter, Borrower and its Subsidiaries shall not in such form maintain any accounts at State Street Bank and substance as is not reasonably satisfactory to Collateral Agent)Trust Company or Bank of America. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, subject to Section 6.6(c) below, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its (i) the Bank of America Money Market Account so long as the aggregate value of assets in such account is Zero Dollars ($0) from and after five (5) Business Days after the Effective Date and Borrower provides evidence to, and in form and substance satisfactory to, Collateral Accounts, set forth on Agent and Lenders of the Perfection Certificates on closure of such account by no later than fifteen (15) Business Days after the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with (ii) the Bank of America on Credit Card Account so long as the aggregate value of assets in such account does not exceed One Hundred Thousand Dollars ($100,000.00) and such account is closed by March 31, 2017, and (iii) the Bank of America Zero Balance Account so long as the aggregate value of assets in such account is Zero Dollars ($0) from and after the Effective Date (and such account is closed by March 31, 2017; provided that intraday balances arising from funds automatically transferred from the linked Collateral Account into the Bank of America Zero Balance Account to cover checks presented for payment or other than debit requests posted to such account arising in the BofA Credit Card ordinary course of business shall not be included in the calculation of the aggregate value of assets in the Bank of America Zero Balance Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Subject to Section 6.7(b), maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Silicon Valley Bank or its Affiliates, or any other bank reasonably acceptable to Collateral Agent, in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that, which Control Agreement must be (i) Borrower shall, within five (5) Business Days of the Effective Date (the “Transition Period”), transfer all cash in excess of Twenty Thousand Dollars ($20,000.00) maintained in Borrower’s accounts with Stifel Bank (the “Stifel Accounts”) to Collateral Accounts with Silicon Valley Bank or its Affiliates, provided that, at all times during such Transition Period, Borrower maintains no more than Sixty-One Million Dollars ($61,000,000.00) in the aggregate in such form and substances as is reasonably acceptable Stifel Accounts; (ii) on or before July 31, 2022, Borrower shall provide written evidence to Collateral Agent of the closure of the Stifel Accounts, provided that, at all times from and after the end of the Transition Period and through July 31, 2022, Borrower maintains no more than Twenty Thousand Dollars (it being agreed $20,000.00) in the aggregate in such Stifel Accounts; and understood that (iii) Borrower shall, within than two (2) Business Days of the Effective Date, deliver to Collateral Agent fully executed, effective Control Agreements that in favor of Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained (other than Excluded Accounts) with Silicon Valley Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) or its Affiliates. Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Silicon Valley Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (A) (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.as

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to other than the XX Xxxxxx Accounts. Until Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not Lenders have received evidence, in such form and substance as is not reasonably satisfactory to Collateral Agent and Lenders, of the termination of the XX Xxxxxx Accounts, Borrower shall at all times maintain an aggregate amount of at least Twelve Million Dollars ($12,000,000) in Collateral Accounts with Bank or its Affiliates, which such accounts are subject to a Control Agreement in favor of Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)XX Xxxxxx Accounts. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Subject to the provisions of subsection (d) below, maintain all of Borrower’s and its Subsidiaries’, domestic Collateral Accounts with a banking institution in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than with Silicon Valley Bank. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however. (d) Notwithstanding the provisions of subsections (a) - (c) above, Borrower may continue to maintain its Collateral AccountsAccounts with TD Bank, set forth on N.A. (that are identified in the Perfection Certificates on Certificate delivered to the Collateral Agent) for a period of up to sixty (60) days from the Effective Date, with Bank by the end of America; providedwhich period, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and must deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty to the Collateral Agent in form and substance acceptable to the Collateral Agent. Prior to the receipt of such evidence by the Collateral Agent, the aggregate cash balance in the Collateral Accounts maintained at Silicon Valley Bank (30that are subject to Control Agreement(s) days after in favor of the Effective DateCollateral Agent) shall at all times be not less than aggregate amount of the Term Loans made under this Agreement.

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors Collateral Accounts in accounts which are subject depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to (i) Deposit Accounts exclusively used for payroll, which Control Agreement must payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees (provided that the amounts deposited therein shall not exceed the amount reasonably expected to be in such form due and substances payable on the next two succeeding pay dates) and as is reasonably acceptable identified to Collateral Agent by Borrower as such in the Perfection Certificate, (it being agreed and understood ii) that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with certain account at Bank of America ending with 7281 solely in connection with the credit card Indebtedness permitted under clause (d) of the definition of “Permitted Indebtedness,” solely as in effect on the Effective Date are and not exceeding the amounts in such form account as of the Effective Date, and substance (iii) to other accounts in an aggregate amount not to exceed One Hundred Thousand Dollars $100,000 and as is not reasonably satisfactory identified to Collateral Agent)Agent by Borrower as such in the Perfection Certificate. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, except as provided in 6.6(a), Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such any other excluded account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00under 6.6(a). (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ domestic operating Deposit Accounts with Bank or its Affiliates, and cause all of its Collateral Accounts in accounts which are to be subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue . (d) Notwithstanding anything to maintain its Collateral Accounts, the contrary in this Section 6.6 or set forth on in the Perfection Certificates on Control Agreement with respect to the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Deposit Accounts maintained with Bank of America on the Effective Date Bank, Borrower shall be entitled to close any Collateral Account (other than the BofA Credit Card AccountDeposit Accounts maintained pursuant to Section 6.6(a)) to the extent otherwise prohibited under such Control Agreement and deliver to upon written request from Borrower, so long as no Event of Default has occurred and is continuing, Collateral Agent evidence (in such form and substance as agrees to provide consent to close any Collateral Account that Borrower is reasonably acceptable permitted to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Dateclose under this Section 6.6(d).

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ (other than Excluded Foreign Subsidiaries) primary Collateral Accounts (other than the Endo Account) with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent Accounts (it being agreed and understood that excluding, for the Control Agreements that Collateral Agent is entering into with respect to avoidance of doubt, the Endo Account) shall represent at least 85% of the dollar value of Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in and such form and substance as is not reasonably satisfactory to Collateral Agent)Subsidiaries accounts at all financial institutions. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiary) establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiary), at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries (other than any Excluded Foreign Subsidiary) shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all Borrower’s, and each of Borrower’s domestic Subsidiaries’, primary Collateral Accounts with Bank or Bank’s Affiliates, and not less than ten percent (10.00%) of Borrower’s and its’ Subsidiaries’ total deposits and investments with Bank or Bank’s Affiliates. Without limiting the foregoing, (i) all accounts permitted to be maintained outside of Bank pursuant to the preceding sentence shall be subject to a Control Agreement in favor of Collateral Agent (as necessary to perfect such Collateral Agent’s Lien in such Collateral Accounts); (ii) until such time as Borrower’s and its domestic Subsidiaries’ Collateral Accounts are maintained with Bank or subject to Control Agreements in favor of Collateral Agent, Borrower shall maintain all proceeds of the Term Loans in accounts which are with Bank or in Collateral Accounts subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form ; and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on iii) Borrower shall have forty-five (45) days from the Effective Date are not in such form to transition its and substance as is not reasonably satisfactory its domestic Subsidiaries’ primary Collateral Accounts to Collateral Agent)Bank or Bank’s Affiliates. (b) Borrower Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any Person other than Bank or as otherwise permitted herein. In addition, for each Collateral Account that Borrower Borrower, or any of Borrower’s domestic Subsidiaries, at any time maintains, Borrower Borrower, or any such Subsidiary, shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower shall not, nor any of its Subsidiaries shall Borrower’s domestic Subsidiaries, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, however, that Borrower may maintain an account with Square 1 Bank, a division of Pacific Western Bank, which is not subject to a Control Agreement must be in so long as such form and substances as account (i) is reasonably acceptable to Collateral Agent closed no later than ninety (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on 90) days from the Effective Date are not and (ii) holds no more than Twenty-Five Thousand Dollars ($25,000) in such form cash and substance as is not reasonably satisfactory to Collateral Agent)Cash Equivalents at any time. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than the institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose Certificates. Collateral Agent agrees not to place a “hold” or deliver a notice of securitizing Borrower’s Indebtedness described in clause (g) exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement or similar agreements providing control of the definition any Collateral unless an Event of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Default has occurred. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.. WEST\274507290.5 368986-000135 11

Operating Accounts. (a) Maintain all of Borrower’s the Loan Parties’ Collateral Accounts in accounts which are subject at depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to (i) Deposit Accounts exclusively used for payroll, which Control Agreement must payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees; provided that the amount deposited in all such accounts shall not exceed the aggregate amount reasonably expected to be due and payable for the next two (2) succeeding pay periods, (ii) xxxxx cash accounts with an aggregate maximum daily balance at any time not in excess of $10,000, (iii) any Deposit Accounts holding only cash and Cash Equivalents or of Foreign Subsidiaries with an aggregate maximum daily balance for all such form accounts, as of the end of each calendar month, not in excess of $2,000,000 and, (iv) sales tax accounts not in excess of $500,000 and substances (v) escrow accounts, or fiduciary or trust accounts, in each case for the benefit of unaffiliated third parties; in each case, as is reasonably acceptable identified to Collateral Agent by Borrower as such in the Perfection Certificate (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agentcollectively, clauses (i) through (v), “Excluded Accounts”). (b) Borrower Loan Parties shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Loan Party establishes any Collateral Account. In addition, for each Collateral Account that Borrower any Loan Party, at any time maintains, Borrower such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Excluded Accounts. (c) Neither Borrower No Loan Party nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all Borrower has established in the name of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, as agent for Lender, as secured party, two cash collateral accounts (individually, an "Operating Account", and collectively, the "Operating Accounts") with Agent. Borrower represents, warrants and covenants that (w) all tenants of the Premises will have been instructed as of the date hereof, pursuant to letters of instruction delivered to tenants, evidence of which Control Agreement must be in such form and substances as is reasonably acceptable has been delivered to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into Lender, to either mail all checks or wire all funds with respect to Borrower’s Collateral rental due under the leases of the Premises to the applicable Operating Account (any such checks to be delivered to the lock boxes maintained with Agent, as described on Exhibit B attached hereto), (x) all operating revenue from the Premises will be deposited by Borrower into the applicable Operating Account, (y) there are no other accounts other than the Operating Accounts maintained by Borrower or any other Person for the collection of rents with Bank respect to the Premises, and (z) so long as the Note shall be outstanding, neither it nor any other Person shall open any other operating accounts with respect to the Premises. Borrower has established in the name of America on Agent, as agent for Lender, as secured party, a segregated cash collateral account (the Effective Date are not "P&I Escrow Account") with Agent. Borrower has established in such form and substance the name of Agent, as is not reasonably satisfactory to Collateral agent for Lender, as secured party, a segregated cash collateral account (the "Mortgage Escrow Account") with Agent).. Borrower has established in the name of Agent, as agent for Lender, as secured party, (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before hereby agrees that all amounts required to be deposited in the Operating Accounts and received by Borrower or any of its Subsidiaries establishes any Collateral Affiliates shall be deposited immediately into the applicable Operating Account. In additionUntil so deposited, for each Collateral Account that Borrower at any time maintains, such amounts held by Borrower shall cause be deemed to be Collateral and shall be held in trust by it for the applicable bank or financial institution at or with which such Collateral Account is maintained to execute benefit, and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral as the property, of Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form as agent for Lender and substance as is reasonably satisfactory to Collateral Agent and may shall not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and commingled with any other employee wage and benefit payments to funds or for the benefit property of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any shall deliver to Agent for deposit in the P&I Escrow Account on the date hereof the amount of its Subsidiaries One Million Nine Hundred Fifty One Thousand Three Hundred Fifty Five and 86/100 ($1,951,355.86). (d) Borrower shall maintain any Collateral Accounts except Collateral Accounts maintained have delivered to Agent, as of the date of the Original Agreement, for deposit in accordance with Sections 6.6(athe Mortgage Escrow Account on the date hereof the amount of Nine Hundred Forty One Thousand Four Hundred Sixty Seven and 74/100 Dollars ($941,467.74), unless Lender shall notify Agent that, pursuant to Section 8(b) and (b); provided, howeverof the Mortgage, Borrower may continue has elected to maintain its Collateral Accounts, set forth replace any Mortgage Escrow Amounts with Mortgage Escrow Security. (e) Borrower shall deliver to Agent for deposit in the Capital Expenditure Reserve Account on the Perfection Certificates date hereof the amount of Four Hundred Fifty Two Thousand One Hundred Twenty Seven Dollars ($452,127). (f) Borrower shall deliver to Agent for deposit in the Security Deposit Account/Orlando on the Effective Date, with Bank date hereof the amount of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date Seventy Six Thousand Eighty Nine and 55/100 Dollars (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date$76,089.

Operating Accounts. (a) Maintain (i) all of Borrower’s Collateral Accounts and each Loan Party’s primary operating Deposit Accounts, Letters of Credit and foreign exchange with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, ; and (ii) at least [*] of Borrower’s and its Affiliates’ investment balances with Bank or its Affiliates in accounts which are subject to a Control Agreement must in favor of Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary which is a Loan Party shall be in such form and substances as is reasonably acceptable required to deliver to Collateral Agent a Control Agreement to the extent perfection via a Control Agreement is not recognized under local laws, as reasonably determined by Collateral Agent. Furthermore, notwithstanding anything herein to the contrary, Borrower shall only be required to maintain [*] of its investment balances at Bank or its Affiliates so long as SVB Asset Management (it being agreed and understood that the Control Agreements that Collateral Agent is entering into “XXX”), upon Borrower’s prior written request, provides Borrower an annual Statement on Standards for Attestation Engagements (“SSAE16”) Report providing a detailed description of SAM’s internal controls. If XXX does not receive an unqualified opinion from an auditor with respect to Borrower’s any SSAE16 audit that XXX obtains in the ordinary course of business, after XXX has been provided a reasonable opportunity to cure any deficiency noted in any qualified opinion, Borrower will have the right, after consultation with Bank, to withdraw its investment and/or operating account funds and transfer such funds to another institution that has received an unqualified opinion from an auditor with respect to a SSAE16 audit, provided that (a) Borrower provides Collateral Accounts maintained with Bank Agent and Lenders a copy of America on the Effective Date are not such SSAE 16 reports of any such other institutions, and (b) any such other institution executes and delivers a Control Agreement in such favor of, and in form and substance as is not content reasonably satisfactory to acceptable to, Collateral Agent), with respect to each such account. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries Loan Party establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates or as otherwise disclosed in the Perfection Certificates. In addition, for each Collateral Account that Borrower or any Loan Party, at any time maintains, Borrower or such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, and to the extent such perfection via a Control Agreement is recognized under local laws, prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all its and its domestic Subsidiaries’ depository, operating, and securities accounts with Bank and Bank’s affiliates, which accounts shall represent at least 100% of the dollar value of Borrower’s Collateral Accounts in and such Subsidiaries accounts which are subject to a Control Agreement in favor at all financial institutions. The provisions of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect previous sentence shall not apply to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in payroll account at Citizens Bank, provided such form and substance as account is not reasonably satisfactory to Collateral Agent)for current payroll obligations only. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than Bank or its Affiliates. In addition, at Bank’s request, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for customer escrows required pursuant to written agreements between Borrower and its customers in the ordinary course of business, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such, including, without limitation, Borrower’s payroll account at Citizens Bank, provided such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)current payroll obligations only. (c) Neither Provided that the Initial Non-Formula Advance has been made, (i) if, prior to June 30, 2006, the amount of unrestricted cash maintained by Borrower nor any at Bank is less than the aggregate amount of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance outstanding Obligations with Sections 6.6(a) respect to the Non-Formula Line, and (bii) if, on and after June 30, 2006, the amount on unrestricted cash maintained by Borrower at Bank is less than $1,500,000.00 (each, a “Trigger Event”); provided, however, Borrower may continue to maintain its Collateral Accountsshall, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after of the Effective DateTrigger Event, deliver to Bank a first priority security interest in all assets of each of the UK Guarantors, as evidenced by documentation acceptable to Bank, including, without limitation, a fixed charge debenture with respect to each UK Guarantor.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ (other than its Foreign Subsidiaries’) primary Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that Borrower and its Subsidiaries may also maintain accounts with Xxxxx Fargo Bank, which N.A. that are subject to Control Agreement must be Agreement(s) in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank favor of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries (other than its Foreign Subsidiaries’) establishes any Collateral AccountAccount at or with any Person other than Xxxxx Fargo Bank, N. A.). In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary (other than a Foreign Subsidiary) shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection account control agreements shall not be required for: (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates Certificates, (b) such dedicated deposit accounts, and (ii) BofA Credit Card Account such deposit accounts pledged to support the SVB Certificate of Deposit and the Xxxxx Fargo Certificate of Deposit. In addition, notwithstanding the foregoing, Borrower and its Subsidiaries shall be permitted to maintain the Deposit Accounts, Securities Accounts and other accounts identified in the Perfection Certificate, so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) value of the definition of Permitted Indebtedness and the balance assets credited to or on deposit in such account accounts does not exceed Three Hundred One Thousand Dollars ($301,000.00)the “maximum amounts” set forth on the Perfection Certificate as of the Effective Date for such accounts. (c) Neither Borrower nor any of its Subsidiaries (other than Foreign Subsidiaries) shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes, taxes on restricted stock units and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, the UK Subsidiary may maintain Collateral Accounts that do not comply with Sections 6.6(a) and (b), if the aggregate amount of cash and Cash Equivalents maintained in all of the Collateral Accounts of the UK Subsidiary does not exceed (1) Two Million Dollars ($2,000,000) during the period from the Effective Date through the first anniversary of the Effective Date, (2) Four Million Dollars ($4,000,000) during the period from the first anniversary of the Effective Date through and including the second anniversary of the Effective date and (3) Six Million Dollars ($6,000,000) during the period after the second anniversary of the Effective Date. (d) Notwithstanding anything herein to the contrary, on or before April 14, 2017, Borrower may continue to maintain shall terminate its Collateral Accounts, account maintained with State Street Bank & Trust Company (as set forth on the Perfection Certificates Certificate on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver transfer all cash, Cash Equivalents and any other assets maintained therein to another Collateral Agent evidence Account of Borrower that is subject to a Control Agreement (in such form and substance as is are satisfactory to Collateral Agent) with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder. Promptly following the termination of the aforementioned account, Borrower shall provide evidence of such termination to Collateral Agent which evidence must be reasonably acceptable to Collateral Agent) of closure of all . During the period commencing from the Effective Date and ending on the termination of such Collateral Accounts within thirty (30) days after the Effective Dateaccount, Borrower shall not make any transfers into such account.

Operating Accounts. (a) Maintain all of BorrowerExcluding the Excluded Accounts, maintain its primary and Guarantor’s Collateral Accounts in primary operating and other deposit accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained securities accounts with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Bank’s Affiliates. (b) Borrower shall provide Collateral Agent Provide Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount (other than the Excluded Accounts) at or with any bank or financial institution other than Bank or Bank’s Affiliates. In addition, for For each Collateral Account (other than the Excluded Accounts) that Borrower or Guarantor at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of the previous sentence and subsection (a) above shall not apply to any of the following (collectively, the “Excluded Accounts”): (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or Guarantor’s employees and identified to Collateral Agent Bank by Borrower or Guarantor as such in the Perfection Certificates and such, (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) deposit account number 1892037191 maintained at Comerica Bank as of the definition of Permitted Indebtedness and Effective Date, provided the balance in such account does shall not exceed Three Two Hundred One Fifty Thousand Dollars ($301,000.00250,000) for more than two (2) Business Days at any time and Borrower agrees to close such deposit account within ninety (90) days following the Effective Date and (ii) Borrower’s securities account number 00000000 maintained at Bear Xxxxxxx, a division of X.X. Xxxxxx (the “Bear Xxxxxxx Margin Account”) that secures Borrower’s margin loans that have been extended to Borrower by Bear Xxxxxxx pursuant to the documentation attached hereto as Exhibit E (the “Margin Loan”). (c) Neither Bank may, in its good faith business judgment, require that all proceeds of Accounts be deposited by Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); providedinto a lockbox account, howeveror such other “blocked account” as Bank may specify, Borrower may continue pursuant to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (a blocked account agreement in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective DateBank may specify in its good faith business judgment.

Operating Accounts. (a) Maintain all of Borrower’s and its domestic Subsidiaries’ Collateral Accounts with financial instructions reasonably satisfactory to Collateral Agent and in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person. In addition, subject to the terms of the Post Closing Letter for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates; (ii) BofA Credit Card the brokerage account maintained at Bank of America Xxxxxxx Xxxxx (the “Sweep Account”), provided (x) the Sweep Account so long as continues to be a sweep account from which all deposits are cleared to a Collateral Account (such account Collateral Account subject to a control agreement in favor of (and in form and content reasonably acceptable to) Collateral Agent) within two (2) Business Days of being credited to such Sweep Account; (y) such Sweep Account is maintained exclusively for subject to standing instructions with respect thereto, in form and content reasonably acceptable to Collateral Agent, and such instructions are not modified, amended or terminated without Collateral Agent’s prior written consent, which may be granted or withheld in Collateral Agent’s sole discretion; and (z) no amounts are credited to the purpose Sweep Account other than those amounts received in connection with sale of securitizing Borrower’s Indebtedness described in clause equity securities; and (giii) accounts maintained by Peregrine China outside of the definition of Permitted Indebtedness and United States provided that the balance aggregate amount in all such account accounts does not exceed Three Hundred One Fifty Thousand Dollars ($301,000.00)50,000) at any time. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s Collateral and its domestic U.S. Subsidiaries’ primary asset management Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form Agent and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Lenders. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its domestic Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its domestic Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s and each Lender’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (ia) deposit any accounts exclusively used established (or otherwise maintained) solely with respect to 401(k) accounts, flexible spending reimbursement accounts and insurance accounts for payrollthe payment of employee health claims, payroll (b) any trust accounts established (or otherwise maintained) solely with respect to withholding taxes and all payroll accounts (which are solely for such purposes), (c) any fiduciary or escrow accounts and (d) any disbursement accounts established solely for the payment of medical, dental, disability or other employee wage and similar expenses in connection with insurance or benefit payments to or programs for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its domestic Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s, and each of Borrower’s domestic Subsidiaries’ Collateral Accounts with SVB or its Affiliates and/or in accounts which are subject to a Control Agreement in favor of Collateral Agent (as necessary to perfect such Collateral Agent, which Control Agreement must be ’s Lien in such form and substances Collateral Accounts). Without limiting the foregoing, until such time as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to all of Borrower’s Collateral Accounts maintained with Bank are subject to Control Agreements in favor of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent), Borrower shall maintain all proceeds of the Term Loans in accounts with SVB or in Collateral Accounts subject to a Control Agreement in favor of Collateral Agent. (b) Borrower Borrower, and each of Borrower’s domestic Subsidiaries, shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral AccountAccount at or with any Person other than SVB or as otherwise permitted herein. In addition, for each Collateral Account that Borrower Borrower, or any of Borrower’s domestic Subsidiaries, at any time maintains, Borrower Borrower, or any such Subsidiary, shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without the prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)such. (c) Neither Borrower shall not, nor any of its Subsidiaries shall Borrower’s domestic Subsidiaries, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain Subject to the provisions of subsection (d) below, maintain all of Borrower’s and its Subsidiaries’, domestic Collateral Accounts with a banking institution in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Silicon Valley Bank. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however. (d) Notwithstanding the provisions of subsections (a) - (c) above, Borrower may continue to maintain its Collateral AccountsAccounts with Bank of America, set forth on N.A. and Xxxxxxx Xxxxx & Co., Inc. (that are identified in the Perfection Certificates on Certificate delivered to the Collateral Agent) for a period of up to ninety (90) days from the Effective Date, with Bank by the end of America; providedwhich period, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date must (other than the BofA Credit Card Accounti) and either deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty to the Collateral Agent in form and substance acceptable to the Collateral Agent or (30ii) days after cause each of Bank of America, N.A. and Xxxxxxx Xxxxx & Co., Inc. to execute and deliver one or more Control Agreements or other appropriate instruments with respect to such Collateral Accounts to perfect Collateral Agent’s Lien in such Collateral Accounts in accordance with the Effective Dateterms hereunder, which Control Agreements may not be terminated without prior written consent of Collateral Agent. Prior to the receipt of such evidence by the Collateral Agent or execution and delivery of such Control Agreements, the aggregate cash balance in the Collateral Accounts maintained at Silicon Valley Bank (that are subject to Control Agreement(s) in favor of the Collateral Agent) shall at all times be not less than aggregate amount of the Term Loans made under this Agreement.

Operating Accounts. (a) Maintain all of Borrower’s and each Loan Party’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary which Control Agreement must is a Loan Party shall be in such form and substances as is reasonably acceptable required to deliver to Collateral Agent (it being agreed and understood that a Control Agreement to the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as extent perfection is not recognized under local laws, as reasonably satisfactory to determined by Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) [ * ] days’ prior written notice before Borrower or any of its Subsidiaries Loan Party establishes any Collateral AccountAccount at or with any Person other than Comerica Bank or as otherwise disclosed in the Perfection Certificates. In addition, for each Collateral Account that Borrower or any Loan Party, at any time maintains, Borrower or such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, and to the extent such perfection is recognized under local laws, prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Loan Parties’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and Certificates, (ii) BofA Credit Card Account so long as such account is accounts maintained exclusively for by Cerus B.V. and disclosed in the purpose of securitizing Borrower’s Indebtedness described in clause Perfection Certificates or (giii) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Restricted Accounts. (c) Neither Borrower nor any of its Subsidiaries Loan Party shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided. Without limiting the foregoing, howeverneither Borrower nor any Loan Party shall establish any Collateral Account, Borrower may continue to maintain its Collateral Accountsforeign or domestic, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver subject to Control Agreements, or other appropriate instrument with respect to such Collateral Agent evidence (Account to perfect Lender’s Lien in such Collateral Account, to the extent such perfection is recognized under local laws, in favor of and in form and substance as is reasonably acceptable to Collateral AgentLender, into which Borrower’s cash or Cash Equivalents are credited or otherwise maintained; provided that Cerus B.V. shall be permitted to maintain accounts with ABN AMRO as disclosed in the Perfection Certificates, not subject to Control Agreements (or similar) provided the aggregate amount in such accounts shall not exceed 300% of closure (i) Cerus B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing 2% of all the commission on gross sales paid by Borrower to Cerus BV as set forth in the Commissionaire Agreement, at any time. Notwithstanding the foregoing, in no event shall Cerus BV’s operating expenses exceed 300% of Cerus B.V.’s operating expenses for the immediately preceding twelve (12) calendar month period, calculated as of the end of each calendar month for such Collateral Accounts within thirty twelve (3012) days after the Effective Datecalendar month period then ended.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Pascack Community Bank and Mxxxxx Sxxxxxx Xxxxx Bxxxxx LLC in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Pascack Community Bank or Mxxxxx Sxxxxxx Xxxxx Bxxxxx LLC. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees, and (ii) deposit accounts exclusively used for fees payable to donors to Borrower’s employees and blood bank so long as the aggregate balance in such accounts described in this subsection (iii) does not exceed $250,000, each of the aforementioned as identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Silicon Valley Bank and PNC Bank in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not except as provided in such form and substance as is not reasonably satisfactory to Collateral Agentsubsections (b) or (d) below). (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Silicon Valley Bank and PNC Bank. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above this Section 6.6 shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a), (b) and (bd). (d) The provisions of subsections (a) — (c) above shall not apply to (i) Borrower’s account ending 3749 maintained with PNC Bank (the “PNC Account”), provided that the balance in the PNC Account shall not exceed $15,000; and (ii) Borrower’s account ending containing cash and cash equivalents maintained by Borrower with Silicon Bank solely for the purpose of securing credit cards issued by Silicon Bank or its affiliates (the “Credit Card Account”), provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on that (A) the Perfection Certificates on the Effective Date, with Bank balance in such account shall not exceed $250,000 and (B) upon termination of America; provided, further, that Borrower shall close such security interest or all of its Borrower’s obligations secured thereby, Borrower shall, within five (5) Business Days, either (x) grant the Collateral Accounts maintained with Bank of America on Agent a first priority Lien in the Effective Date (other than the BofA Credit Card AccountAccount and cause Silicon Valley Bank to enter into a Control Agreement with respect thereto in favor of Collateral Agent, or (y) and deliver to Collateral Agent provide evidence of closure (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective DateCredit Card Account.

Operating Accounts. Section 6.8 of the Loan Agreement, which presently reads as follows: (a) Maintain all of Borrower’s its and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral AgentAccounts, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent but excluding the Auction Rate Securities (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained UBS)) with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Bank’s Affiliates. (b) Borrower shall Without limitation on subsection ‘a’ above, (i) provide Collateral Agent Bank five (5) days’ days prior written notice before Borrower or any of its Subsidiaries establishes establishing any Collateral Account. In additionAccount at or with any bank or financial institution other than Bank or Bank’s Affiliates, and (ii) for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral AgentBank’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agenthereunder. The provisions of ‘ii’ of the previous sentence and subsection (a) above shall not apply to (iy) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent Bank by Borrower as such in such, or (z) the Perfection Certificates Auction Rate Securities (UBS).” is amended to read as follows: (a) Maintain all of its and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts) with Bank and Bank’s Affiliates. (b) Without limitation on subsection ‘a’ above, (i) provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates, and (ii) BofA Credit Card for each Collateral Account so long as such account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained exclusively for the purpose of securitizing Borrowerto execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance Lien in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00). (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained Account in accordance with Sections 6.6(a) the terms hereunder. The provisions of ‘ii’ of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and (b); provided, however, other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datesuch.”

Operating Accounts. (a) Maintain all its and its Subsidiaries’ domestic primary operating accounts with Bank and Bank’s Affiliates. Furthermore, Borrower shall maintain at least fifty percent (50%) of the dollar value of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained its Subsidiaries’ excess cash with Bank of America on or Bank’s Affiliates from the Effective Date are date until the date that is one (1) year after the Effective Date; provided, that if SVB or its affiliates have the ability to offer such banking products on competitive terms for current market conditions, Borrower and its Subsidiaries shall maintain the aforementioned excess cash at Bank throughout the life of this Agreement. For the avoidance of doubt, the calculation of “excess cash” shall not in such form and substance as is not reasonably satisfactory to Collateral Agent)include cash held outside of the United States. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates or as otherwise disclosed in the Perfection Certificates. In addition, for each Collateral Account that Borrower or any Guarantor at any time maintainsafter the Effective Date establishes and maintains outside of Bank, Borrower or any Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and or other appropriate instrument may not be terminated without prior written consent of such Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.

Operating Accounts. (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, which that Borrower shall also be permitted to maintain (i) a securities account with Xxxxxxxxx LLC (pursuant to a custodian account maintained with Pershing LLC) (the “Specified Securities Account”) solely for the purpose of selling the common stock of Vaxcyte, Inc. owned by Borrower, so long as the net cash proceeds arising from the Stock Sale are transferred to a Deposit Account that is governed by a Control Agreement must be within three (3) Business Days of the settlement of each such sale, (ii) a deposit account with US Bank, N.A. that is governed by a Control Agreement perfecting Collateral Agent’s Lien in such form Collateral Account on or prior to April 13, 2023 and substances as long as Borrower maintains such Collateral Account and (iii) an aggregate of two (2) additional deposit and/or securities accounts at other financial institutions domiciled in the United States, each of which account is reasonably acceptable to governed by a Control Agreement perfecting Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to BorrowerAgent’s Collateral Accounts maintained with Bank of America on the Effective Date are not Lien in such form Collateral Account within fifteen (15) Business Days of Borrower receiving notice that such Collateral Account has been opened and substance is available for use and as is not reasonably satisfactory to long as Borrower maintains such Collateral Agent)Account. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account (other than the Specified Securities Account) at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent; provided, that, with respect to the Collateral Accounts specifically referenced in clauses (ii) and (iii) of Section 6.6(a), Borrower shall have the time frames set forth in clauses (ii) and (iii) of Section 6.6(a), respectively, to execute and deliver the applicable Control Agreements over the accounts referenced in those clauses. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates as may be updated after the Effective Date subject to the review and approval of Collateral Agent or (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Specified Securities Account. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.”

Operating Accounts. (a) Maintain Except as contemplated by Section 6.6(b), maintain all of Borrower’s and its Subsidiaries’ domestic Collateral Accounts with Xxxxxxx Bank in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that Borrower may maintain an account with State Street, which need not be subject to a Control Agreement must be in Agreement, as long as such form and substances as is reasonably acceptable to Collateral Agent account contains no more than One Thousand Dollars (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)$1,000) at any time. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Xxxxxxx Bank or State Street. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)Certificates. (c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date . (other than the BofA Credit Card Accountd) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable the Lenders agree not to Collateral Agent) give a notice of closure exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement unless an Event of all of such Collateral Accounts within thirty (30) days after the Effective DateDefault has occurred.

Operating Accounts. (a) Maintain all of Borrower’s and Guarantors Collateral Accounts in accounts which are subject with depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral AgentAgent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (i) of the definition thereof, which Control Agreement must payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees, in an aggregate amount not to exceed the amount reasonably expected to be in such form due and substances as is reasonably acceptable payable for the next two (2) succeeding pay periods to Collateral Agent (it being agreed and understood that by Borrower as such in the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)Perfection Certificate. (b) Borrower shall provide Collateral Agent five ten (510) days’ prior written notice before Borrower or any of its Subsidiaries Guarantor establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to Deposit Accounts exclusively used for cash collateral for Permitted Liens under clause (i) deposit accounts exclusively used for of the definition thereof, payroll, payroll taxes Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any Guarantor’s, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates Certificate, provided that the amount deposited therein shall not exceed the amount reasonably expected to be due and (ii) BofA Credit Card Account so long as such account is maintained exclusively payable for the purpose of securitizing Borrower’s Indebtedness described in clause next two (g2) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)succeeding pay periods. (c) Neither Borrower nor any of its Subsidiaries Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Datethis Section 6.6.

Operating Accounts. (a) Maintain all of Borrower’s and any Loan Party’s, domestic Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, which Control Agreement must be in such form payroll taxes and substances as is reasonably acceptable other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates or (it being agreed and understood that ii) during the Control Agreements that Collateral Agent is entering into with respect Royalty Assignment Period, to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent)any Royalty Lockbox Account or Royalty Deposit Account. (b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than (i) Silicon Valley Bank (or its Affiliates) or State Street Bank, which shall be subject to Control Agreements, or (ii) during the Royalty Assignment Period, any Royalty Lockbox Account or Royalty Deposit Accounts (during the Royalty Assignment Period, such Royalty Lockbox Account or Royalty Deposit Accounts shall not be required to be subject to Control Agreements in favor of the Collateral Agent or any Lender). In addition, for each Collateral Account that Borrower or any Loan Party, at any time maintains, Borrower or such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated terminated, without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and or (ii) BofA Credit Card during the Royalty Assignment Period, to any Royalty Lockbox Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00)or Royalty Deposit Account. (c) Neither Borrower nor any of its Subsidiaries Loan Party shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.