Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Date. (b) 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. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during . Notwithstanding the 90 day period beginning on the Effective Dateforegoing, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts and securities accounts with outside of Bank and Bank’s Affiliates on or before Affiliates, provided that the Effective Datemaximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars (ii$1,000,000.00) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before (collectively, the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Date“Permitted Accounts”). (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, such and (ii) bank the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts maintained outside of the United States, acquired by Borrower in connection with such Permitted Acquisition or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective DatePermitted Investment.

Operating Accounts. (a) Maintain Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts and securities at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts), which are maintained within the United States (including without limitation such accounts which are maintained with United States branches of foreign institutions), with Bank and Bank’s Affiliates. Notwithstanding the foregoing, and Borrower may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to conduct all receive deposits of its letters of credit and foreign exchange transactions with Bank and Bankpayment items sent to Borrower’s Affiliates; pre-existing lockbox, provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with National City Bank and Bank’s Affiliates on or before the Effective DateBorrower shall, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 within 30 days after the Effective Date, agree in writing that the proceeds in such account shall be swept to Bank two times per week and provide Bank with a Control Agreement to perfect Bank’s Lien against such account, and (ii) Borrower shall still be required to comply with the terms of Section 6.3(c) hereof. (b) Provide Without limitation on subsection “a” above, (i) provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For , and (ii) for each Collateral Account that Borrower at any time maintainsmaintains within the United States (including without limitation any such account which is maintained with a United States branch of a foreign institution), Borrower 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 Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of “ii” of the previous sentence shall (x) 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 Bank by Borrower as such, (iiy) bank not apply to accounts maintained outside which are being moved to Bank or Bank’s Affiliates within the 60 day period provided for in Section 6.8(a) above, and (z) shall be subject to the terms of Section 6.8(a) above with respect to account number 0985930850 at National City Bank.” and inserting in lieu thereof the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.following:

Operating Accounts. (a) Maintain Within thirty (30) days after the Effective Date (the “Transition Period”), maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Australian Subsidiary and to conduct all UK Subsidiary may maintain accounts outside of its letters of credit and foreign exchange transactions the United States with financial institutions other than Bank and Bank’s Affiliates; , provided that during the 90 day period beginning on the Effective Date, Borrower maximum aggregate balance in all such accounts shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall not exceed One Hundred Fifty Thousand Dollars (i$150,000.00) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Dateat any time. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) during the Transition Period or (ii) to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such. (c) Notwithstanding anything to the contrary contained herein, (ii) bank accounts maintained outside and without limiting any of the United Statesforegoing, immediately upon the occurrence of the Cash Collateralization Event and at all times thereafter, Borrower shall at all times have on deposit as cash collateral in a segregated money market bank account in the name of Borrower and maintained with Bank, cash in an amount equal to the aggregate amount of all outstanding Obligations of Borrower to Bank determined by Bank as of the date that the Cash Collateralization Event occurs (and such cash collateral amount shall decrease as and when such Obligations are repaid). Bank may restrict withdrawals or (iii) bank accounts set forth transfers by or on the Perfection Certificate for a period behalf of 90 days beginning on the Effective DateBorrower that would violate this Section, regardless of whether an Event of Default exists at such time.

Operating Accounts. (a) Maintain all of its and all of its Subsidiaries’ primary domestic operating and other deposit accounts and securities accounts with Bank and Bank’s AffiliatesAffiliates provided such accounts are in Borrower’s name and represent at least ninety-five percent (95%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Notwithstanding the foregoing, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, (i) Borrower shall be permitted to maintain its existing accounts at Comerica Bank, N.A. (the deposit accounts and securities accounts set forth on the Perfection Certificate“Comerica Accounts”), so long as Borrower shall such Comerica Accounts are closed within one hundred fifty (i150) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Date, with all proceeds of such Comerica Accounts transferred to an account of Borrower maintained at Bank, and (ii) Borrower shall be permitted to maintain one (1) account with Bank of America, N.A. (the “Permitted Account”), provided that the maximum aggregate balance in the Permitted Account shall not exceed Fifty Thousand Dollars ($50,000.00). (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Comerica Accounts, until the date that is ninety (90) days after the Effective Date, (ii) the Permitted Account, or (iii) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain all of its and all of its Subsidiaries’ (excluding Securities Corp.) operating accounts and excess cash with Bank and Bank’s Affiliates. In addition to the foregoing, Borrower shall at all times have on deposit in accounts maintained in the name of Borrower with Bank, cash in an amount equal to the lesser of (i) one hundred percent (100.0%) of the Dollar value of Borrower’s consolidated cash, including any Subsidiaries’, Guarantor’s and ProgramCo’s cash, in the aggregate, at all financial institutions, and (ii) one hundred ten percent (110.0%) of the then-outstanding Obligations of Borrower to Bank. Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(a), regardless of whether an Event of Default exists at such time. Borrower shall also conduct all of its primary operating and other deposit accounts and securities accounts banking with Bank and Bank’s Affiliates, and to conduct all of its including, without limitation, letters of credit and foreign exchange transactions business credit cards. Any Guarantor shall maintain all of its operating accounts and its excess cash with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Date. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain Within thirty (30) days of the Effective Date, maintain its and its Subsidiaries’ primary operating and other deposit depository accounts with Bank. In addition, Borrower and its Subsidiaries shall maintain their cash and securities with Bank and/or SVB Securities in excess of that amount used use Borrower’s and such Subsidiaries’ current operations in an amount equal to the lesser of (i) seventy-five percent (75.0%) of the amount of such excess cash and securities, and (ii) Thirty-Five Million Dollars ($35,000,000.00). Any Guarantor that is an Affiliate of Borrower shall maintain seventy-five percent (75.0%) of its funds in depository, operating and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective DateSVB Securities. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or Guarantor 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 to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such. (c) Notwithstanding Section 6.6(b) above to the contrary, Borrower shall deliver to Bank, within thirty (ii30) bank accounts maintained outside days of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date, a fully-executed Control Agreement with respect to each of Borrower’s accounts with Xxxxxx Xxxxxxx, in form and substance acceptable to Bank in its sole and absolute discretion.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, with all excess cash and to conduct all of its letters of credit and foreign exchange transactions investments maintained with Bank and Bank’s Affiliates; provided that during following the 90 day period beginning on occurrence of the Effective DateCapital Raise, such accounts shall represent at least sixty-five percent (65%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions, and prior to the Capital Raise, Borrower shall be permitted to maintain local operating and deposit account in an amount not to exceed $250,000 (which accounts shall be subject to a Control Agreement as required by Section 6.8(b) below). Except for accounts permitted under this Section 6.8(a), all funds held at existing accounts of Borrower held at financial institutions other than Bank (the deposit accounts and securities accounts set forth on “Existing Accounts”) shall be transferred within ninety (90) days after the Perfection Certificate, so long as Effective Date to an account of Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective DateAffiliates. (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains (including, without limitation, the Existing Accounts), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliatesaffiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and to conduct such Subsidiaries accounts at all of its letters of credit financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and foreign exchange transactions securities accounts with Bank and Bank’s Affiliates; provided that during or SVB Securities. Notwithstanding the 90 day period beginning on the Effective Dateforegoing, Borrower EMEA shall be permitted to maintain the its existing deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall with (i) establish deposit accounts Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any time, and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and such Commerzbank Accounts does not exceed One Million Dollars (iii$1,000,000) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Dateat any time. (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains in the United States or the United Kingdom, 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 Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Standard Accounts, the Commerzbank Accounts, deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating operating, depository and other deposit accounts and securities securities/investment accounts with Bank and Bank’s Affiliatesaffiliates. In addition, and to conduct all of its letters of credit and foreign exchange transactions with Bank and BankBorrower’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower cash management services shall be permitted to maintained with or through Bank. Any Guarantor shall maintain the deposit accounts and securities accounts set forth on the Perfection Certificateall depository, so long as Borrower shall (i) establish deposit accounts operating and securities accounts with Bank Bank, or SVB Securities. (b) In the event that the aggregate amount of Borrower’s unrestricted cash and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts Cash Equivalents maintained with Bank and Bank’s Affiliates promptlyaffiliates is less than Fifty Million Dollars ($50,000,000.00) at any time, but no later than 90 days after Borrower shall immediately pay to Bank a one-time fee equal to Fifty Thousand Dollars ($50,000.00), which fee shall be deemed to be earned as of the Effective Date. (bc) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or Guarantor 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 to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank deposit accounts established by Borrower in foreign countries to facilitate commercial transactions conducted in the ordinary course of Borrower’s business and where Borrower reasonably contemplates that the funds in such deposit accounts will be disbursed within thirty (30) days from the date deposited, except for any minimum amounts required to be maintained outside of in such deposit accounts by the United Statesfinancial institution in which they are held, or and (iii) bank accounts set forth on funds currently held by U.S. Bank Trust National Association pursuant to the Perfection Certificate for a period Indenture, together with non-accelerated regularly scheduled payments made by Borrower to U.S. Bank Trust National Association in accordance with the terms of 90 days beginning the Indenture in effect on the Effective Date, provided that the aggregate amount of such funds does not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) at any time.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, depository, operating and other deposit accounts and securities accounts which are 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 Affiliatesaffiliates, and to conduct with all excess funds maintained at or invested through Bank or an affiliate of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during . Notwithstanding the 90 day period beginning on the Effective Dateforegoing, Borrower shall may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to receive deposits of payment items sent to Borrower’s pre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be permitted required to maintain comply with the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (iterms of Section 6.3(c) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Datehereof. (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, such and (ii) bank accounts Borrower’s account number 0985930850 at National City Bank; provided, that such account number 0985930850 at National City Bank shall be terminated no later than December 31, 2009, with the proceeds thereof transferred to an account of Borrower maintained outside of at Bank.” 2 The Loan Agreement shall be amended by deleting the United Statesfollowing, or (iiiappearing as Section 6.9(a) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.thereof, in its entirety:

Operating Accounts. (a) Maintain Borrower shall establish and thereafter maintain all and all of its primary operating and other deposit accounts Subsidiaries’ operating, depository, and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least seventy-five percent (75.0%) of the dollar value of Borrower’s and such Subsidiaries’ cash at all financial institutions (excluding cash collateral securing up to conduct all one hundred percent (100%) of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted cash held as a deposit pursuant to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Datelease for rental property). (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall use commercially reasonable efforts to cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. If Borrower fails to deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to Bank within thirty (30) days (or such later date as may be agreed to by Bank in writing, in its sole discretion) of establishing such Collateral Account, Borrower shall immediately close the Collateral Account and transfer the funds of such Collateral Account (and any funds subsequently deposited in such account) to an account of Borrower maintained with SVB. The provisions of the previous sentence shall not apply to (i) deposit accounts securing up to one hundred percent (100%) of letters of credit and cash held as a deposit pursuant to a lease for rental property, and (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain Beginning on or before the date that is one hundred twenty (120) days after the Effective Date (the “Transition Date”), maintain its primary operating and other deposit accounts all of its Domestic Subsidiaries’ primary U.S. operating, depository and securities accounts with Bank and Bank’s Affiliates. In addition, and to conduct all as of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall use Bank for all cash management, foreign exchange and merchant services, except that, subject to Section 6.8(b), Borrower shall be entitled to use another bank or financial institution for investment management services (but not depository and operating accounts) if the rates charged by alternative bank or financial institution for those services are lower than those charged by the Bank or the Bank’s Affiliates. Notwithstanding the foregoing, Borrower and its Domestic Subsidiaries shall be permitted to maintain the deposit (i) one or more accounts and securities accounts set forth on the Perfection Certificateat other banks or financial institutions that are not subject to a Control Agreement, so long as Borrower shall the balances of such accounts do not exceed Five Hundred Thousand Dollars (i$500,000.00) establish deposit accounts in the aggregate at any time, and (ii) an investment account with X. Xxxx Price (collectively, the “Permitted Accounts”). Foreign Subsidiaries may have primary operating, depository and securities accounts with banks and financial institutions other than Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective DateAffiliates. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) prior to the Transition Date, to accounts other than investment accounts with Xxxxxx Xxxxxxx, (ii) after the Transition Date, to the Permitted Accounts, or (iii) to 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 Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain all of its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its other primary banking with Bank for services such as letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during business credit cards. Notwithstanding the 90 day period beginning on foregoing, for up to thirty (30) days after the Effective Date, Borrower shall be permitted to may maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities its accounts with Bank and Bank’s Affiliates on or before the Effective Dateof America, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth N.A. as disclosed on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after as of the Effective DateDate provided that the aggregate balance in such accounts does not exceed Five Hundred Thousand Dollars ($500,000) at any time. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts Borrower’s account maintained outside of the United States, or (iii) bank accounts set forth with PayPal as disclosed on the Perfection Certificate as of the Effective Date so long as the balance in such account does not exceed Twenty Thousand Dollars ($20,000) at any time, and (iii) for a period of 90 up to thirty (30) days beginning on after the Effective Date, Xxxxxxxx’s accounts maintained with Bank of America, N.A. as disclosed on the Perfection Certificate as of the Effective Date provided that the aggregate balance in such accounts does not exceed Five Hundred Thousand Dollars ($500,000) at any time.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ domestic operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions located in the United States with Bank and Bank’s Affiliates; provided that during (i) Borrower may maintain its existing deposit accounts at Bank of America, N.A. (the 90 day period beginning “Existing Accounts”), so long as within ninety (90) days after the Effective Date (or such later date as Bank shall determine, in its sole discretion), such Existing Accounts are either (i) closed, with all proceeds thereof transferred to an account of Borrower maintained at Bank or (ii) subject to a Control Agreement in favor of Bank; and (ii) until the expiry of the underlying letters of credit issued by Bank of America, N.A. and existing on the Effective Date, Borrower shall be permitted to may maintain the deposit accounts and securities accounts set forth on the Perfection CertificateL/C Cash Collateral Accounts at Bank of America, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Date.N.A. (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account located in 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 (including, without limitation, the Existing Accounts), is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account (including, without limitation, the Existing Accounts), in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts (i) deposit accounts located outside the United States, or (ii) exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts and securities at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts), which are maintained within the United States (including without limitation such accounts which are maintained with United States branches of foreign institutions), with Bank and Bank’s Affiliates. Notwithstanding the foregoing, and Borrower may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to conduct all receive deposits of its letters of credit and foreign exchange transactions with Bank and Bankpayment items sent to Borrower’s Affiliates; pre-existing lockbox, provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with National City Bank and Bank’s Affiliates on or before the Effective DateBorrower shall, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 within 30 days after the Effective Date, agree in writing that the proceeds in such account shall be swept to Bank two times per week and provide Bank with a Control Agreement to perfect Bank’s Lien against such account, and (ii) Borrower shall still be required to comply with the terms of Section 6.3(c) hereof. (b) Provide Without limitation on subsection “a” above, (i) provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For , and (ii) for each Collateral Account that Borrower at any time maintainsmaintains within the United States (including without limitation any such account which is maintained with a United States branch of a foreign institution), Borrower 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 Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of “ii” of the previous sentence shall (x) 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 Bank by Borrower as such, (iiy) bank not apply to accounts maintained outside which are being moved to Bank or Bank’s Affiliates within the 60 day period provided for in Section 6.8(a) above, and (z) shall be subject to the terms of the United States, or (iiiSection 6.8(a) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Dateabove with respect to account number 0985930850 at National City Bank.

Operating Accounts. (a) Maintain all of its and its Subsidiaries’ primary operating and other domestic operating, deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to may maintain the its existing deposit accounts and securities accounts set forth with Silicon Valley Bank disclosed on Schedule 5(f) to the Perfection CertificateSecurity Agreement (the “Existing SVB Accounts”) through September 30, 2008, so long as Borrower shall (i) establish the aggregate amount on deposit in such accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Datedoes not exceed $[ * ] at any time, and (iii) transfer amounts credited to no funds or other property are transferred into any such accounts set forth on the Perfection Certificate to from accounts maintained with the Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Dateor its Affiliates. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account deposit account, securities account, investment account, commodities account or similar account at or with any bank or financial institution other than [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Bank or Bank’s Affiliates. For each Collateral Account 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 such account is maintained to execute and deliver a Control Agreement control agreement or other appropriate instrument with respect to such Collateral Account account to perfect Bank’s Lien in such Collateral Account account in accordance with the terms hereunder which of this Agreement and the other Loan Documents (each an “Account Control Agreement Agreement”). Notwithstanding the foregoing, Borrower may not be terminated without maintain the prior written consent of Bank. The provisions of the previous sentence shall not apply Existing SVB Accounts for up to fifteen (i15) 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 Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on after the Effective Date, without being subject to Account Control Agreements.

Operating Accounts. (a) Maintain Subject to the following sentence, maintain all of its primary and all of its Subsidiaries’ operating accounts, the Cash Collateral Account, and other deposit accounts and securities accounts excess cash with Bank and Bank’s Affiliates, provided that Borrower shall be permitted to maintain its existing account with Stifel, as disclosed on the Perfection Certificate, provided that the cash on deposit in such account shall be swept into an operating account in the name of Borrower with Bank on a monthly basis (the “Permitted Account”). In addition to the foregoing, Borrower shall at all times have on deposit in accounts maintained in the name of Borrower with Bank, cash in an amount equal to the lesser of (i) one hundred percent (100.0%) of the Dollar value of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ cash, in the aggregate, at all financial institutions, and (ii) one hundred ten percent (110.0%) of the then-outstanding Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement). Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(a), regardless of whether an Event of Default exists at such time. Borrower shall also conduct all of its letters of credit and foreign exchange transactions primary banking with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts including, without limitation, letters of credit and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Datebusiness credit cards. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Permitted Account, and (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain its primary operating Each Loan Party and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all each of its letters of credit Subsidiaries shall, at all times on and foreign exchange transactions with Bank and Bank’s Affiliates; provided after the date that during the 90 day period beginning on is 180 days following the Effective Date, Borrower shall be permitted maintain its primary banking business, including depository and operating accounts with Bank or Bank’s Affiliates. For the avoidance of doubt, the Loan Parties and their Subsidiaries may maintain other banking relationships, subject to maintain the deposit accounts and securities accounts set forth on the Perfection Certificateclause (b) below, so long as Borrower shall (i) establish deposit accounts and securities accounts the primary banking relationship is with Bank and or Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective DateAffiliates. (b) Provide Bank written notice within five (5) days’ prior written notice before Business Days after establishing any Collateral Account of any Loan Party at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 (other than Bank, but including Bank’s Affiliates) at or with which any Collateral Account is maintained to execute and deliver within thirty (30) days after opening such Collateral Account (or, with regard to Collateral Accounts existing on the Effective Date, sixty (60) days after the Effective Date) a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrowersuch Loan Party’s employees and identified to Bank by Borrower such Loan Party as such, (ii) bank cash collateral accounts maintained with respect to Permitted Liens under clause (a) of such definition securing Permitted Indebtedness under clause (b) of such definition, (iii) accounts held outside the United States in the ordinary course of business relating to operations outside of the United States, or States and (iiiiv) bank accounts set forth constituting money market accounts to the extent identified as such on the Perfection Certificate for a period of 90 days beginning on the Effective Date(such deposit accounts, “Excluded Accounts”).

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of Borrower’s and its letters of credit Subsidiaries' (other than MSC and foreign exchange transactions with Bank Selecta Russia) operating Collateral Accounts and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts excess cash with Bank and Bank’s Affiliates on or before the Effective Datein Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent. In addition, Borrower shall obtain any letters of credit and cash management services (iiother than business credit cards) transfer a majority of its cash to accounts held with Bank and exclusively from Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Date. (b) Provide Notwithstanding anything to the contrary in Section 6.6(a), Borrower (individually and not on a consolidated basis) shall at all times have on deposit in operating, depository and securities Collateral Accounts maintained with Bank or Bank's Affiliates, in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent, cash in an amount equal to the lesser of (i) one hundred percent (100.0%) of the Dollar value of all of Borrower's consolidated cash, including any Subsidiaries', Affiliates', or related entities' (excluding Selecta Russia) cash, in the aggregate, at all financial institutions, and (ii) one hundred five percent (105.0%) of the Dollar amount of the then-outstanding Obligations. Bank may, upon consultation with Collateral Agent and the Required Lenders, restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(b), regardless of whether an Event of Default exists. (c) Borrower shall provide Collateral Agent five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s its Affiliates. For 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 (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 BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of BankCollateral Agent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence shall not apply to (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 Bank Collateral Agent by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on such in the Perfection Certificate for a period Certificates. (d) Neither Borrower nor any of 90 days beginning on the Effective Dateits Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6.

Operating Accounts. (a) Maintain its all of their primary domestic operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before which accounts shall, within forty-five (45) days from the Effective Date, represent at least seventy-five percent (ii75%) transfer a majority of its cash the dollar value of Borrowers’ domestic operating and other deposit accounts at all financial institutions. This Section shall not apply to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective DateBorrowers’ investment accounts. (b) 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. For each Collateral domestic Deposit Account that of a Borrower containing, at any time maintainstime, a balance of Fifty Thousand Dollars ($50,000) or more, and for each domestic Securities Account, such Borrower shall cause cause, within forty-five (45) days after the Effective Date (or the later establishment of such Collateral Account), the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. Borrowers shall not be permitted to transfer any of the proceeds of the Credit Extensions to any Collateral Account for which Bank has not received a Control Agreement except with respect to Permitted Investments. The provisions of the previous sentence in this Section 6.6(b) shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Borrower’s employees and identified to Bank by such Borrower as such. Bank agrees not to place a “hold” or deliver a notice of exclusive control, (ii) bank accounts maintained outside of the United Statesentitlement order, or (iii) bank accounts set forth on the Perfection Certificate for a period other similar directions or instructions under any Control Agreement or similar agreements providing control of 90 days beginning on the Effective Dateany Collateral unless an Event of Default has occurred and is continuing hereunder.

Operating Accounts. (a) Maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ (excluding NewCo and Securities Corp.) operating, depository and securities accounts with Bank and Bank’s Affiliates; provided that, Borrower (individually and to conduct not on a consolidated basis) shall at all of its letters of credit times have on deposit in operating, depository and foreign exchange transactions securities accounts maintained with Bank and or Bank’s Affiliates, cash in an amount equal to or greater than the lesser of (x) one hundred percent (100.0%) of the dollar value of all of Borrower’s consolidated cash, including any Subsidiaries’, Affiliates’, or related entities’ cash, in the aggregate at all financial institutions, and (y) one hundred five percent (105.0%) of the then-outstanding Obligations of Borrower to Bank; provided that during the 90 day period beginning on the Effective Datethat, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificateone (1) clearing account with Xxxxx Fargo, so long as Borrower all of the amounts on deposit in such account shall (i) establish be used exclusively for rebate payments to third parties and (ii) not exceed the amount of all rebate payments required to be made from such account within three (3) Business Days of deposit accounts into such account (the “Permitted Account”). Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this provision, regardless of whether an Event of Default exists at such time. In addition to the foregoing, Borrower shall conduct all of its cash management, Letters of Credit, and securities accounts foreign exchange banking with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective DateAffiliates. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Permitted Account or (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) (i) Maintain its primary and its Subsidiaries’ domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank; and to conduct (ii) maintain not less than sixty percent (60%) of the dollar value of GTTI’s and its Subsidiaries accounts at all of its letters of credit and foreign exchange transactions with financial institutions worldwide at Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Dateaffiliates. Any domestic Guarantor shall maintain all depository, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, no later than August 20, 2011 (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts of PEUSA and PEINC maintained at financial institutions other than Bank or Bank’s Affiliates on shall be (i) closed, with all proceeds in such accounts transferred to a Collateral Account at Bank or before the Effective Date, Bank’s Affiliates; or (ii) transfer a majority subject to an account control agreement in favor of Bank, in form and substance acceptable to Bank, in its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Datereasonable discretion. (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains in the United States or the United Kingdom, 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 Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and to conduct all of its letters of credit such Subsidiaries’ operating and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the other deposit accounts and securities accounts set forth on at all financial institutions. Notwithstanding the Perfection Certificateforegoing, so long as Borrower shall (i) establish deposit accounts and securities Parent may maintain its accounts with Western Alliance Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate for up to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 sixty (60) days after the Effective Date. (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall (unless Bank otherwise elects in writing, in Bank’s sole discretion) cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) for up to sixty (60) days after the Effective Date, Parent’s accounts maintained with Western Alliance Bank set forth on the Perfection Certificate, (ii) Parent’s account maintained with PayPal so long as such account is linked to Parent’s account with Bank, or (iii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) (i) Maintain its primary and its Subsidiaries’ domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank; and to conduct (ii) maintain not less than sixty percent (60%) of the dollar value of GTTI’s and its Subsidiaries accounts at all of its letters of credit and foreign exchange transactions with financial institutions worldwide at Bank and Bank’s Affiliates; provided that during affiliates. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the 90 day period beginning on the Effective Dateforegoing, Borrower (A) EMEA shall be permitted to maintain the its existing deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall with (i) establish deposit Standard Chartered Bank (the “Standard Accounts”); provided that the aggregate maximum balance of such Standard Accounts does not exceed Ten Thousand Dollars ($10,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”); provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time; and (B) no later than August 20, 2011 (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts and securities accounts with maintained at financial institutions other than Bank and or Bank’s Affiliates on shall be (i) closed, with all proceeds in such accounts transferred to a Collateral Account at Bank or before the Effective Date, Bank’s Affiliates; or (ii) transfer a majority subject to an account control agreement in favor of Bank, in form and substance acceptable to Bank, in its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Datereasonable discretion. (b) Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains in the United States or the United Kingdom, 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 Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Standard Accounts, the Commerzbank Accounts, deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth on the Perfection Certificate for a period of 90 days beginning on the Effective Date.

Operating Accounts. (a) Maintain Borrower’s and its Subsidiaries’ primary operating accounts, disbursement accounts, and other deposit accounts and securities accounts in the United States with Bank and Bank’s Affiliates, which accounts shall at all times contain at least 60% of the dollar value of Borrower’s and its Subsidiaries’ consolidated world-wide cash and Cash Equivalents (excluding cash and Cash Equivalents on deposit in the ABN Amro Pledged Account in an amount not to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the 90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (ii) transfer a majority of its cash to accounts held with Bank and Bank’s Affiliates on or before the Effective Date, and (iii) transfer amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and Bank’s Affiliates promptly, but no later than 90 days after the Effective Dateexceed €4,000,000). (b) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account within the United States at or with any bank or financial institution other than Bank or Bank’s Affiliates. 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 Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, deposit accounts with the Bank, or to the Borrower’s pledged depository account held by ABN Amro Bank (the “ABN Amro Pledged Account”) to secure the letters of credit and bank guarantees issued in connection with value added tax recovery initiatives of Axcelis Technologies GmbH, or to those Collateral Accounts identified on Schedule 6.8(b) hereto, provided that (i) the amounts on deposit in the ABN Amro Pledged Account shall not exceed €4,000,000 and (ii) bank accounts maintained outside of the United States, or (iii) bank accounts set forth amounts on deposit in such Collateral Accounts shall not exceed the Perfection Certificate for a period of 90 days beginning maximum amounts indicated on the Effective DateSchedule 6.8(b).