Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliates. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing any Collateral Account at or with any Person other than with SVB or its Affiliates. In addition, for each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, at any time maintains, 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 may not be terminated without prior written consent of Collateral Agent and each Lender. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such. (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’’ operating and other deposit accounts and securities accounts with RBC, primary Collateral Accounts with SVB or its Affiliates respect to Parent, and First Republic Bank, with respect to Protox US, in each case in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its AffiliatesAgent, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesas applicable. (b) Borrower, Borrower and each of Borrower’s Subsidiaries, its Subsidiaries shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing any Collateral Account at or with any Person other than RBC (with SVB respect to any Collateral Account in Canada), or its AffiliatesFirst Republic Bank. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, its Subsidiaries at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each Lender. The provisions of the 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, ’s or any of Borrowersuch Subsidiary’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such. 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. (ac) Borrower and its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, not maintain any Collateral Accounts except Collateral Accounts located in the United States or Canada in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and Agent. Notwithstanding the Lenders. In addition above, Borrower shall be permitted to maintaining their primary maintain the SVB Cash Collateral Accounts with SVB or its Affiliates, at least fifty percent Silicon Valley Bank provided that the aggregate balance in such accounts does not exceed Five Million Dollars (50.0%$5,000,000.00) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesat any time. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliatesthe 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, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates or (ii) the SVB Cash Collateral Accounts. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, its primary and each of Borrower’s its Subsidiaries’, ’ primary Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, which accounts shall represent at least fifty percent (50.050%) of the dollar value of all of Borrower’s and its such Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesaccounts at all financial institutions. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its domestic U.S. Subsidiaries’, primary ’ Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its domestic U.S. Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, subject to the terms of the Post Closing Letter, for each Collateral Account that Borrower, Borrower or any of Borrower’s its domestic U.S. Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates or, after the Effective Date, with Collateral Agent’s consent after written notice from Borrower to Collateral Agent. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the LendersAgent. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) The provisions of the dollar value of all 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 and ’s, or any of its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliates’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliates. ▇▇▇▇▇ Fargo Bank, N.A. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’Except as otherwise provided in Section 6.6(b), and each maintain all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts (other than the Miramar Hong Kong Account) with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts maintain all cash management services and foreign exchange services with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB Bank or its Affiliates. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates and (ii) the Miramar Hong Kong Account. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, subject to Section 6.6(b). Borrower may maintain the SVB London Account or another foreign Deposit Account disclosed to Collateral Agent and Lenders in writing so long as the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, aggregate value in all such accounts do not exceed four Hundred Thousand Dollars ($400,000.00) in the aggregate at least fifty percent any time (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliates“Permitted Foreign Accounts”). (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates and (ii) the Permitted Foreign Accounts. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its domestic Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its domestic Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliatesas identified in the Perfection Certificate delivered to Collateral Agent as of the Effective Date. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its domestic Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent (which shall be provided upon termination of this Agreement and each Lendersatisfaction in full of all Obligations (other than inchoate indemnity obligations)). The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s Subsidiaries’, primary its Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and for the benefit of the Lenders. In addition ; subject to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesexclusions in Section 6.6(b). (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five ten (510) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, its Subsidiaries at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the previous sentence shall not apply to deposit accounts Collateral Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments (including, but not limited to payment in connection with the exercise of employee stock options) to or for the benefit of Borrower’s, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificate. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b)Section 6.6.

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its AffiliatesAffiliates or any of the institutions identified on the Perfection Certificate and subject to Control Agreements in favor of Collateral Agent. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, ’ primary Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its domestic Subsidiaries’, ’ primary Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its AffiliatesAgent, which accounts shall represent at least fifty fifty-one percent (50.051.00%) of the dollar value of all of Borrower’s and its such Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesaccounts at all financial institutions. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates; and (ii) foreign account maintained by Borrower and its Subsidiaries (which accounts shall not, in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00) at any time). (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent; except as permitted under Section 6.6(b). (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliatesthe 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, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each Lenderor 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 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates, or holding subleasee deposits. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts (other than 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 each Lender by Borrower as such) with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account 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 its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliates. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five ten (510) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, Guarantor at any time maintains, BorrowerBorrower shall, or any such Subsidiarysubject to the proviso below, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent; provided, that with respect to Collateral Accounts of a Foreign Subsidiary Guarantor maintained outside of the United States, the Borrower shall, or cause such Guarantor to use its best efforts, to obtain such agreements or instruments necessary to perfect Collateral Agent’s Lien in such Collateral Account. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificate or any deposit accounts that are subject to clause (l) of the definition of “Permitted Liens.” (ab) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b)Section 6.6.

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent other than deposit accounts used exclusively for payroll, payroll taxes and other employee wage and benefit payments to or for the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all benefit of Borrower’s and or any of its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesemployees and identified to Collateral Agent by Borrower as such in the Perfection Certificate. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliatessuch accounts in existence on the Closing Date and subject to a Control Agreement in favor of Collateral Agent. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s its and all of its Subsidiaries’ cash or securities shall be maintained operating and other deposit accounts with SVB or its Bank and Bank’s Affiliates. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each Lenderhereunder. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent Bank by Borrower as such. (ac) Notwithstanding the foregoing, so long as Borrower has not received any Advances from Bank and Borrower’s cash on deposit with Bank exceeds one hundred ten percent (110%) of the face amount of all issued but undrawn Letters of Credit, Bank shall not require Control Agreements for any Collateral Account, other than Securities Accounts, at or with any bank or financial institution other than Bank or Bank’s Affiliates; provided, that if either of the foregoing conditions is no longer satisfied, Borrower shall not, nor shall Borrower’s Subsidiaries, maintain cause all applicable banks or financial institutions (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 located Account to perfect Bank’s Lien in the United States such Collateral Account in accordance with Sections 6.6(a) and (b)the terms hereunder.

Operating Accounts. (a) Maintain Borrower’, all 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to maintain certificates of deposit with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank to secure Borrower’s existing letter of credit with ▇▇ ▇▇▇▇▇▇ Chase Bank provided that (x) the maximum balance maintained in such certificates of deposit do not at any time exceed Three Hundred Six Thousand Dollars ($306,000.00) plus accrued interest in the aggregate (the “CD Accounts”), and (y) upon maturity of such CD Accounts, Borrower shall immediately transfer all funds in the CD Accounts into an account of Borrower with SVB or its AffiliatesBank. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender Provide Bank five (5) days’ Business Days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without the prior written consent of Collateral Agent and each LenderBank. The provisions of the previous sentence shall not apply to (i) the CD 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, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent Bank by Borrower as such. (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’, ’s and each of Borrower’s Subsidiaries’, ’ primary Collateral Accounts operating and investment accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition (as necessary to maintaining their primary perfect Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of BorrowerAgent’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesLien in such accounts). (b) Borrower, Borrower and each of Borrower’s Subsidiaries, Subsidiaries shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing any Collateral Account at or with any Person other than with SVB or its AffiliatesSVB. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, Subsidiaries at any time maintains, Borrower, Borrower or any such Subsidiary, 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 within 10 days after establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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, ’s or any of Borrower’s Subsidiaries’, ’ employees and identified to Collateral Agent by Borrower as such. (ac) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each any Subsidiary of Borrower, shall maintain all of its operating accounts and excess cash with Bank or Bank’s Subsidiaries’Affiliates; provided however, primary Collateral Accounts with SVB or its Affiliates in accounts which are subject that Borrower shall be permitted to a Control Agreement in favor of Collateral Agent and the Lenders. In addition maintain up to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty ten percent (50.010%) of its operating accounts and excess cash at First Republic Bank during the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities Account Transition Period. Notwithstanding the foregoing, Borrower shall be maintained with SVB or its Affiliatespermitted to open accounts outside of Bank in jurisdictions in which Bank cannot provide such accounts so long as the aggregate balance in all such accounts at no time exceeds Twenty-Five Thousand Dollars ($25,000). (b) Borrower, and each any Subsidiary of Borrower’s Subsidiaries, shall provide Collateral Agent obtain any business credit cards, letters of credit, and each Lender cash management services exclusively from Bank. (c) Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, 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 Accounthereunder, which Control Agreement may not be terminated without the prior written consent of Collateral Agent and each LenderBank. 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, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent Bank by Borrower as such. , and (aii) Borrower shall notduring the Account Transition Period only, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance existing accounts with Sections 6.6(a) and (b)First Republic Bank.

Operating Accounts. (a) Maintain Borrower’Within thirty (30) days after the Effective Date and thereafter, and each maintain all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliateseach Lender. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates, (ii) the State Street Accounts and (iii) the ▇▇▇▇▇ Fargo Accounts. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of Borrower’’s, and each of Borrower’s domestic Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates and/or in accounts which are subject to a Control Agreement in favor of Collateral Agent and (as necessary to perfect such Collateral Agent’s Lien in such Collateral Accounts). Without limiting the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliatesforegoing, at least fifty percent (50.0%) of the dollar value of until such time as all of Borrower’s and its Subsidiaries’ cash or securities Collateral Accounts are subject to Control Agreements in favor of Collateral Agent, Borrower shall be maintained maintain all proceeds of the Term Loans in accounts with SVB or its Affiliatesin Collateral Accounts subject to a Control Agreement in favor of Collateral Agent. (b) Borrower, and each of Borrower’s domestic Subsidiaries, shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing any Collateral Account at or with any Person other than with SVB or its Affiliatesas otherwise permitted herein. In addition, for each Collateral Account that Borrower, or any of Borrower’s domestic Subsidiaries, at any time maintains, 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 may not be terminated without the prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such. (ac) Borrower shall not, nor shall Borrower’s domestic Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’Except as contemplated by Section 6.6(b), and each maintain all of Borrower’s and its Subsidiaries’, primary ’ domestic Collateral Accounts with SVB or its Affiliates ▇▇▇▇▇▇▇ Bank in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition Agent; provided that Borrower may maintain an account with State Street, which need not be subject to maintaining their primary Collateral Accounts with SVB or its Affiliatesa Control Agreement, as long as such account contains no more than One Thousand Dollars ($1,000) at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesany time. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB ▇▇▇▇▇▇▇ Bank or its AffiliatesState Street. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b). (d) Collateral Agent and the Lenders agree not to give a notice of exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement unless an Event of Default has occurred.

Operating Accounts. (a) Maintain Borrower’its primary depository, operating and each of Borrowersecurities accounts with Bank or Bank’s Subsidiaries’, primary Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, which accounts shall represent at least fifty eighty five percent (50.085%) of the dollar value of all of each Borrower’s and its each Borrower’s Subsidiaries’ accounts at all financial institutions; provided that Borrowers shall at all times maintain cash or securities shall be and cash equivalents with Bank and/or Bank’s Affiliates of at least Ten Million Dollars ($10,000,000). Notwithstanding the foregoing, from the Effective Date through 5:00 p.m. California time, April 2, 2010, Borrowers may comply with the preceding proviso by including accounts of Scient’x USA, Inc., Scient’x Groupe, S.A.S. and Scient’x, S.A., provided the same are maintained with SVB or its Bank and/or Bank’s Affiliates, and/or subject to Control Agreements in favor of (and in form and content reasonably acceptable to) Bank and/or Oxford. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Provide Collateral Agent and each Lender five (5) days’ days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for each Collateral Account that Borrower, a Borrower or any of Borrower’s Subsidiaries, Domestic Subsidiary at any time maintains, Borrower, or any such Subsidiary, 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 Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement may not be terminated without prior written consent of Collateral Agent and each Lenderthe Lenders. The provisions of the 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 of a Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower Borrowers as such. (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’the Designated Deposit Account with SVB. Borrower shall not, and each without the prior written consent 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) transfer any proceeds of the dollar value Term Loan Advances to any Collateral Account maintained by Borrower at a financial institution other than SVB. For the avoidance of all doubt, Borrower may use the proceeds of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesthe Term Loan Advances as working capital in the ordinary course of business so long as Borrower does not at any time, violate the terms of the preceding sentence. (b) BorrowerIn addition, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB or its SVB’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without the prior written consent of Collateral Agent and each Lenderthe Lenders. 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, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent and the Lenders by Borrower as such. , or (aii) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts deposit accounts located in countries other than the United States or Canada so long as the aggregate value of assets contained in accordance with Sections 6.6(a) and all such accounts does not, at any time, exceed Two Hundred Fifty Thousand Dollars (b$250,000).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliatesthe 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, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ (which are Guarantors or co-Borrowers) Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its Affiliatesthose identified to Collateral Agent on the Effective Date and subject to Control Agreements. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiariesits Subsidiaries (other than any Excluded Subsidiary), at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries (other than any Excluded Subsidiary) shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, ’s and each of Borrower’s its Subsidiaries’, ’ primary Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and or upon the satisfaction in full in cash in each Lenderof the Obligations (other than inchoate indemnity obligations). The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b). (d) Notwithstanding anything to the contrary in this Section 6.6, none of the terms, conditions, restrictions, requirements or obligations set forth in Section 6.6(a), (b), or (c) above shall apply with respect to the Excluded Accounts.

Operating Accounts. (a) Maintain Borrower’Subject to Section 6.6(b) and the provisions of the Post Closing Letter, and each maintain all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent. Collateral Agent and agrees not to issue any instructions with respect to the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) unless an Event of the dollar value of all of Borrower’s Default has occurred and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesis continuing. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchExcluded Account. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’Except as set forth in clause (b) below, maintain its and each of Borrower’s its Subsidiaries’, primary Collateral Accounts with SVB Silicon Valley Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and for the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) ratable benefit of the dollar value of all of BorrowerLenders (as necessary to perfect such Collateral Agent’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesLien in such Collateral Account). (b) 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 establishing any Collateral Account at or with any Person other than with SVB or its AffiliatesSilicon Valley Bank. In addition, for each such Collateral Account that Borrower, or any of Borrower’s Subsidiaries, at any time maintains, 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 may not be terminated without prior written consent of Collateral Agent and each Lender. The provisions of the previous sentence and Section 6.6(a) shall not apply to (a) 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 suchsuch and (b) the Letter of Credit Account. (ac) Borrower shall not, nor shall Borrower’s Subsidiaries, if any, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and all of its Subsidiaries’’ operating and other deposit accounts and securities accounts with the institutions identified on the Perfection Certificate, primary Collateral Accounts with SVB or its Affiliates in provided that all such accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, Borrower and each of Borrower’s Subsidiaries, its Subsidiaries shall provide Collateral Agent and each Lender Lenders five (5) days’ prior written notice before establishing any Collateral Account at or with any Person other than with SVB or its Affiliatesthe institutions identified on the Perfection Certificate as of the Effective Date. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, at its Subsidiaries any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderLenders. The provisions of the previous sentence shall not apply to (x) TCD, except in the event TCD satisfies in full prior to the Maturity Date the full amount of the Indebtedness owing the Note Holders, or (y) deposit accounts exclusively used for (i) payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s’s or such Subsidiary’s employees, (ii) sales taxes, or any (iii) the SERP Accounts; in each case of Borrower’s Subsidiaries’(y), employees and identified to Collateral Agent and Lenders by Borrower as such. (ac) Borrower and its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, not maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each of Borrower’s Subsidiaries’, primary the Loan Parties’ Collateral Accounts with SVB or its Affiliates in accounts which are subject at depositary institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent and the Lenderswith respect to such Collateral Accounts. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) The provisions of the dollar value 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 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) ▇▇▇▇▇ cash accounts with an aggregate maximum daily balance at any time not in excess of Borrower’s $10,000, (iii) any Deposit Accounts holding only cash and its Subsidiaries’ cash Cash Equivalents or securities shall be maintained of Foreign Subsidiaries with SVB an aggregate maximum daily balance for all such 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 (v) escrow accounts, or its Affiliatesfiduciary or trust accounts, in each case for the benefit of unaffiliated third parties; in each case, as identified to Collateral Agent by Borrower as such in the Perfection Certificate (collectively, clauses (i) through (v), “Excluded Accounts”). (b) Borrower, and each of Borrower’s Subsidiaries, Loan Parties shall provide Collateral Agent and each Lender five ten (510) days’ prior written notice before establishing any Loan Party establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, or any of Borrower’s SubsidiariesLoan Party, at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each Lender. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchExcluded Accounts. (ac) Borrower No Loan Party nor any Guarantor shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b)this Section 6.6.

Operating Accounts. (a) Maintain Borrower’Subject to Section 3.5(a), and each of maintain Borrower’s Subsidiaries’, primary and Guarantor’s Collateral Accounts with SVB or its Affiliates in accounts which are subject depository institutions that have agreed to a execute Control Agreement Agreements in favor of Collateral Agent and the Lenderswith respect to such Collateral Accounts. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) The provisions of the dollar value of all 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 ’s, or any Guarantor’s, employees and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesidentified to Collateral Agent by Borrower as such in the Disclosure Schedules. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five Lenders ten (510) days’ prior written notice before establishing Borrower or any Guarantor establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, Guarantor at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each Lender. The provisions of the previous sentence shall not apply to 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, or any of Borrower’s Subsidiaries’its Guarantor’s, employees and identified to Collateral Agent by Borrower as suchsuch in the Disclosure Schedules. (ac) Neither Borrower nor any Guarantor shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b)this Section 6.6.

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) BorrowerFrom and after the Effective Date, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB such Persons who have already entered into one or its Affiliatesmore Control Agreements in favor of Borrower and which Control Agreement will cover such Collateral Account. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations) and each Lenderwritten confirmation of Collateral Agent and Lenders of such satisfaction in full. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, other than the ▇▇ ▇▇▇▇▇▇ Accounts. Until Collateral Agent and Lenders have received evidence, in form and substance reasonably satisfactory to Collateral Agent and Lenders, of the Lenders. In addition to maintaining their primary termination of the ▇▇ ▇▇▇▇▇▇ Accounts, Borrower shall at all times maintain an aggregate amount of at least Twelve Million Dollars ($12,000,000) in Collateral Accounts with SVB Bank or its Affiliates, at least fifty percent (50.0%) which such accounts are subject to a Control Agreement in favor of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesCollateral Agent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. 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, or any of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates and (ii) the ▇▇ ▇▇▇▇▇▇ Accounts. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts (other than deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Borrower’s and any of its Subsidiaries’ employees) with SVB or its Affiliates Bank of ▇▇▇ Arbor, Capital Advisors Group and ▇▇▇▇▇ Fargo Advisors in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesBank of ▇▇▇ Arbor, Capital Advisors Group and ▇▇▇▇▇ Fargo Advisors. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’, primary ’ Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its AffiliatesAgent. (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB or its AffiliatesAccount. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash (other than ▇▇▇▇▇ or securities any Subsidiary of ▇▇▇▇▇, for which this Section 6.8(a) shall be inapplicable), primary depository accounts, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess funds maintained at or invested through Bank or an affiliate of Bank; provided that, Borrower shall be permitted to maintain cash in its existing ▇▇▇▇▇ Fargo Account in a maximum amount not to exceed the amount necessary to cover outstanding checks drawn on such ▇▇▇▇▇ Fargo Account, with SVB or its Affiliatesall amounts in excess thereof transferred to an account of Borrower maintained at Bank. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender Provide Bank five (5) days’ prior days prior-written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintainsmaintains (including, Borrowerwithout limitation, or any such Subsidiarythe ▇▇▇▇▇ Fargo Account, but excluding until required by Bank, in its sole discretion, existing Collateral Accounts of Real Goods Trading maintained at financial institutions other than Bank), 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 may not be terminated without the prior written consent of Collateral Agent and each LenderBank. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent Bank by Borrower as such. (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located ” and inserting in lieu thereof the United States in accordance with Sections 6.6(a) and (b).following:

Operating Accounts. (a) Maintain Borrower’As of the Effective Date, Borrower and each Guarantor shall maintain all of Borrower’s their and all of their Subsidiaries’, ’ primary Collateral Accounts with SVB or its Affiliates United States operating and other deposit accounts and securities accounts in the United States in accounts which are subject to a Control Agreement in favor of Collateral Agent and or otherwise subject to a first priority perfected Lien under applicable law in favor of Collateral Agent (other than (i) the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliatessecurities account in which the Pledged ARS are held, at least fifty percent (50.0%) provided that the assets maintained in such securities account consist solely of the dollar value of all of Borrower’s Pledged ARS, (ii) account # ▇▇▇▇▇▇▇ at UBS (but only for so long as the Pledged ARS are pledged pursuant to the ARS Credit Facility) and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliates(iii) the Trust and Escrow Accounts). (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing any Collateral Account in the United States at or with any Person other than with SVB bank or its Affiliatesfinancial institution not referred to in paragraph (a) of this Section 6.6. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s Subsidiaries, Guarantor at any time maintainsmaintains in the United States, Borrower, or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower or Guarantor as such. (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain 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 Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s its and all of its Subsidiaries’ cash or operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, (i) Borrower and its Subsidiaries may maintain accounts at financial institutions outside of the United States, provided that the aggregate amount of funds in such accounts (in the aggregate for all such accounts together) does not at any time exceed One Million Dollars ($1,000,000.00) (the “Permitted Accounts”) and (ii) during the Transition Period, Borrower and its Subsidiaries shall be maintained permitted to maintain an aggregate of five (5) accounts with SVB or Bank of America. In addition, Borrower shall conduct all of its Affiliatesletters of credit and foreign exchange banking with Bank. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without the prior written consent of Collateral Agent and each LenderBank. The provisions of the previous sentence 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, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent Bank by Borrower as such. (c) In addition to and notwithstanding anything to the contrary in (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b), at all times prior to the occurrence of the Control Agreement Event, Borrower (individually and not on a consolidated basis) shall have on deposit in its Designated Deposit Account unrestricted and unencumbered cash in an amount equal to at least Sixteen Million Dollars ($16,000,000.00).

Operating Accounts. (a) Maintain Borrower’all of its and all of its Subsidiaries’ (excluding Securities Corporation) operating accounts and all excess cash with Bank and Bank’s Affiliates, provided that Australian Subsidiary shall be permitted to maintain accounts with financial institutions other than Bank and each of BorrowerBank’s Subsidiaries’, primary Collateral Accounts with SVB or its Affiliates in accounts which are subject an aggregate amount (for all such accounts) not to a Control Agreement in favor of Collateral Agent and the Lendersexceed Two Million Dollars ($2,000,000.00) for more than two (2) consecutive Business Days. In addition to maintaining their primary Collateral Accounts the foregoing, Borrower shall at all times maintain unrestricted cash in accounts in the name of Borrower with SVB or its AffiliatesBank, at least fifty in an amount equal to the lesser of (i) one hundred percent (50.0100.0%) of the dollar 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 (ii) one hundred ten percent (110.0%) of the sum of then 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. In addition to the foregoing, Borrower shall conduct all of its Subsidiaries’ cash or securities shall be maintained primary banking facilities with SVB or its Bank and Bank’s Affiliates, including, without limitation, letters of credit and business credit cards. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Agent and each Lender Provide Bank five (5) days’ days prior written notice before establishing any Collateral Account at or with any Person bank or financial institution other than with SVB Bank or its Bank’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, 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 may not be terminated without the prior written consent of Collateral Agent and each LenderBank. The provisions of the 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 of Borrower’s Subsidiaries’, employees and identified to Collateral Agent Bank by Borrower as such. such (a) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Sections 6.6(a) and (b“Excluded Accounts”).

Operating Accounts. (a) Maintain Borrower’, and each all of Borrower’s and its Subsidiaries’’ Collateral Accounts, primary Collateral Accounts excess cash, letters of credit, cash management services, foreign exchange services and merchant services with SVB Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB (except as provided in subsections (b) or its Affiliates, at least fifty percent (50.0%d) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliatesbelow). (b) Borrower, and each of Borrower’s Subsidiaries, Borrower shall provide Collateral Agent and each Lender five (5) days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than with SVB Bank or its Affiliates. In addition, for each Collateral Account that Borrower, Borrower or any of Borrower’s its Subsidiaries, at any time maintains, Borrower, Borrower or any such Subsidiary, 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 may not be terminated without prior written consent of Collateral Agent and each LenderAgent. The provisions of the previous sentence this Section 6.6 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 of Borrower’s its Subsidiaries’, employees and identified to Collateral Agent by Borrower as suchsuch in the Perfection Certificates. 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. (ac) Neither Borrower nor any of its Subsidiaries shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located in the United States maintained in accordance with Sections 6.6(a), (b) and (bd).

Operating Accounts. (a) Maintain Borrower’, Use commercially reasonable efforts to maintain its primary domestic depository and each of Borroweroperating accounts with the Administrative Agent or the Administrative Agent’s Subsidiaries’, primary Collateral Accounts with SVB or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and the Lenders. In addition to maintaining their primary Collateral Accounts with SVB or its Affiliates, at least fifty percent (50.0%) of the dollar value of all of Borrower’s and its Subsidiaries’ cash or securities shall be maintained with SVB or its Affiliates. (b) Borrower, and each of Borrower’s Subsidiaries, shall provide Collateral Provide the Administrative Agent and each Lender the Lenders five (5) daysBusiness Days’ prior written notice before after establishing any Collateral Account of Borrower at or with any Person bank or financial institution other than with SVB the Administrative Agent or its the Administrative Agent’s Affiliates. In addition, for For each Collateral Account that Borrower, or any of Borrower’s Subsidiaries, Borrower at any time maintains, Borrower, or any such Subsidiary, Borrower shall cause the applicable bank or financial institution (other than the Administrative Agent, but including the Administrative Agent’s Affiliates) at or with which such 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 Collateral the Administrative 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 Collateral the Administrative Agent and each Lenderthe Required Lenders. The provisions of the previous sentence shall not apply to deposit accounts (i) exclusively used for payroll, payroll taxes 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 the Administrative Agent and the Lenders by Borrower as such. such or (aii) Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts located into which there are deposited no funds other than funds constituting cash collateral securing the Permitted Liens of the type described in the United States in accordance with Sections 6.6(aclauses (j) and (bn) of the definition of “Permitted Liens” (such deposit accounts described in clauses (i) and (ii), “Excluded Accounts”).