Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment.

Operating Accounts. (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank. Notwithstanding ’s Affiliates, and to conduct all of its letters of credit and foreign exchange transactions with Bank and Bank’s Affiliates; provided that during the foregoing90 day period beginning on the Effective Date, Borrower shall be permitted to maintain the deposit accounts and securities accounts set forth on the Perfection Certificate, so long as Borrower shall (i) one establish deposit accounts and securities accounts with Bank and Bank’s Affiliates on or before the Effective Date, (1ii) account transfer a majority of its cash to accounts held with PayPalBank and Bank’s Affiliates on or before the Effective Date, provided that Borrower shall immediately and (iii) transfer any and all funds maintained in or deposited into such account into an account of Borrower amounts credited to accounts set forth on the Perfection Certificate to accounts maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesAffiliates promptly, provided that but no later than 90 days after the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)Effective Date. (b) Provide Bank five (5) days days’ prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and such, (ii) bank accounts maintained outside of the Permitted Accounts. In additionUnited States, or (iii) bank accounts set forth on the Borrower shall have until Perfection Certificate for a period of 90 days beginning on the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentEffective Date.

Operating Accounts. (a) Maintain all of its and all of its Subsidiaries’ primary domestic operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates provided such accounts are in Borrower’s name and represent at least ninety-five percent (95%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Notwithstanding the foregoing, (i) Borrower shall be permitted to maintain its existing accounts at Comerica Bank, N.A. (ithe “Comerica Accounts”), so long as such Comerica Accounts are closed within one hundred fifty (150) days after the Effective Date, with all proceeds of such Comerica Accounts transferred to an account of Borrower maintained at Bank, and (ii) Borrower shall be permitted to maintain one (1) account with PayPalBank of America, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and N.A. (ii) accounts outside of Bank and Bank’s Affiliatesthe “Permitted Account”), provided that the maximum aggregate balance maintained in such accounts does not, in aggregate, the Permitted Account shall not exceed One Million Fifty Thousand Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”50,000.00). (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Comerica Accounts, until the date that is ninety (90) days after the Effective Date, (ii) the Permitted Account, or (iii) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ (excluding Securities Corp.) operating and other deposit accounts and securities accounts excess cash with Bank and Bank’s Affiliates. Notwithstanding In addition to the foregoing, Borrower shall be permitted at all times have on deposit in accounts maintained in the name of Borrower with Bank, cash in an amount equal to maintain the lesser of (i) one hundred percent (1100.0%) account with PayPalof the Dollar value of Borrower’s consolidated cash, provided that Borrower shall immediately transfer including any Subsidiaries’, Guarantor’s and ProgramCo’s cash, in the aggregate, at all funds maintained in or deposited into such account into an account of Borrower maintained with Bank financial institutions, and (ii) accounts outside one hundred ten percent (110.0%) of the then-outstanding Obligations of Borrower to Bank. Bank may restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(a), regardless of whether an Event of Default exists at such time. Borrower shall also conduct all of its primary banking with Bank and Bank’s Affiliates, provided that the maximum balance maintained in such including, without limitation, letters of credit and business credit cards. Any Guarantor shall maintain all of its operating accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)and its excess cash with Bank and Bank’s Affiliates. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Within thirty (30) days after the Effective Date (the “Transition Period”), maintain all of its primary operating and other deposit accounts all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to Australian Subsidiary and UK Subsidiary may maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of the United States with financial institutions other than Bank and Bank’s Affiliates, provided that the maximum aggregate balance maintained in all such accounts does not, in aggregate, shall not exceed One Million Hundred Fifty Thousand Dollars ($1,000,000.00150,000.00) (collectively, the “Permitted Accounts”)at any time. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) during the Transition Period or (ii) to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such such. (c) Notwithstanding anything to the contrary contained herein, and (ii) without limiting any of the Permitted Accounts. In additionforegoing, immediately upon the occurrence of the Cash Collateralization Event and at all times thereafter, Borrower shall at all times have until on deposit as cash collateral in a segregated money market bank account in the name of Borrower and maintained with Bank, cash in an amount equal to the aggregate amount of all outstanding Obligations of Borrower to Bank determined by Bank as of the date that is ninety the Cash Collateralization Event occurs (90) days following the closing date and such cash collateral amount shall decrease as and when such Obligations are repaid). Bank may restrict withdrawals or transfers by or on behalf of a Permitted Acquisition or Permitted Investment to comply with the provisions Borrower that would violate this Section, regardless of this Section 6.8 with regard to accounts acquired by Borrower in connection with whether an Event of Default exists at such Permitted Acquisition or Permitted Investmenttime.

Operating Accounts. (a) Maintain Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts), which are maintained within the United States (including without limitation such accounts which are maintained with United States branches of foreign institutions), with Bank and securities accounts with Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to maintain receive deposits of payment items sent to Borrower’s pre-existing lockbox, provided that (i) one (1) account with PayPalNational City Bank and Borrower shall, provided within 30 days after the Effective Date, agree in writing that Borrower shall immediately transfer any and all funds maintained the proceeds in or deposited into such account into an account of Borrower maintained shall be swept to Bank two times per week and provide Bank with Bank a Control Agreement to perfect Bank’s Lien against such account, and (ii) accounts outside Borrower shall still be required to comply with the terms of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00Section 6.3(c) (collectively, the “Permitted Accounts”)hereof. (b) Provide Without limitation on subsection “a” above, (i) provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For , and (ii) for each Collateral Account that Borrower at any time maintainsmaintains within the United States (including without limitation any such account which is maintained with a United States branch of a foreign institution), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of “ii” of the previous sentence shall (x) not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such such, (y) not apply to accounts which are being moved to Bank or Bank’s Affiliates within the 60 day period provided for in Section 6.8(a) above, and (iiz) shall be subject to the Permitted Accounts. In addition, terms of Section 6.8(a) above with respect to account number 0985930850 at National City Bank.” and inserting in lieu thereof the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment.following:

Operating Accounts. (a) Maintain Within thirty (30) days of the Effective Date, maintain its and its Subsidiaries’ primary operating and other deposit depository accounts with Bank. In addition, Borrower and its Subsidiaries shall maintain their cash and securities with Bank and/or SVB Securities in excess of that amount used use Borrower’s and such Subsidiaries’ current operations in an amount equal to the lesser of (i) seventy-five percent (75.0%) of the amount of such excess cash and securities, and (ii) Thirty-Five Million Dollars ($35,000,000.00). Any Guarantor that is an Affiliate of Borrower shall maintain seventy-five percent (75.0%) of its funds in depository, operating and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in Bank or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)SVB Securities. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or Guarantor at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and such. (iic) Notwithstanding Section 6.6(b) above to the Permitted Accounts. In additioncontrary, the Borrower shall have until the date that is ninety deliver to Bank, within thirty (9030) days following of the closing date Effective Date, a fully-executed Control Agreement with respect to each of a Permitted Acquisition or Permitted Investment Borrower’s accounts with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in form and substance acceptable to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower Bank in connection with such Permitted Acquisition or Permitted Investmentits sole and absolute discretion.

Operating Accounts. (a) Maintain Within ninety (90) days after the Effective Date (“Bank Account Transition Date”), maintain all of its, and its Subsidiaries and its parent’s primary operating and other deposit depository accounts and securities operating accounts (other than its lockbox and collection services accounts) with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, which accounts maintained in the name of the Borrower shall represent greater than fifty percent (50%) of the aggregate dollar value of Borrower’s and its Subsidiaries’ and its parents accounts at all financial institutions. In addition, within one hundred eighty (180) days after the Effective Date (as such period may be extended in writing by Bank, in its sole discretion). Borrower shall maintain its lockbox and collection services accounts at Bank; provided that from the maximum balance Bank Account Transition Date through the date such lockbox and collection services accounts are maintained at Bank, the amounts maintained in such lockbox and collection services accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)shall be transferred to accounts maintained by Borrower at Bank by 2:00 p.m. on Friday of each week. (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such (the “Excluded Accounts”), and (ii) other deposit accounts provided the Permitted Accounts. In addition, proceeds held in all such accounts does not exceed Five Hundred Thousand Dollars ($500,000.00) in the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentaggregate.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating, depository and securities/investment accounts with Bank and Bank’s affiliates. In addition, all of Borrower’s cash management services shall be maintained with or through Bank. Any Guarantor shall maintain all depository, operating and other deposit accounts and securities accounts with Bank. Notwithstanding , or SVB Securities. (b) In the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided event that Borrower shall immediately transfer any the aggregate amount of Borrower’s unrestricted cash and all funds maintained in or deposited into such account into an account of Borrower Cash Equivalents maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One affiliates is less than Fifty Million Dollars ($1,000,000.0050,000,000.00) at any time, Borrower shall immediately pay to Bank a one-time fee equal to Fifty Thousand Dollars (collectively$50,000.00), which fee shall be deemed to be earned as of the “Permitted Accounts”)Effective Date. (bc) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or Guarantor at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and such, (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to deposit accounts acquired established by Borrower in connection foreign countries to facilitate commercial transactions conducted in the ordinary course of Borrower’s business and where Borrower reasonably contemplates that the funds in such deposit accounts will be disbursed within thirty (30) days from the date deposited, except for any minimum amounts required to be maintained in such deposit accounts by the financial institution in which they are held, and (iii) funds currently held by U.S. Bank Trust National Association pursuant to the Indenture, together with non-accelerated regularly scheduled payments made by Borrower to U.S. Bank Trust National Association in accordance with the terms of the Indenture in effect on the Effective Date, provided that the aggregate amount of such Permitted Acquisition or Permitted Investmentfunds does not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) at any time.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, Borrower EMEA shall be permitted to maintain its existing deposit accounts with (i) one Standard Chartered Bank (1) account with PayPalthe “Standard Accounts”), provided that Borrower shall immediately transfer the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank time, and (ii) accounts outside of Bank and Bank’s AffiliatesCommerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance maintained in of such accounts Commerzbank Accounts does not, in aggregate, not exceed One Million Dollars ($1,000,000.001,000,000) (collectively, the “Permitted Accounts”)at any time. (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains in the United States or the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Standard Accounts, the Commerzbank Accounts, deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain Borrower shall establish and thereafter maintain all and all of its primary operating and other deposit accounts Subsidiaries’ operating, depository, and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall represent at least seventy-five percent (75.0%) of the maximum balance maintained in dollar value of Borrower’s and such accounts does not, in aggregate, exceed One Million Dollars Subsidiaries’ cash at all financial institutions ($1,000,000.00excluding cash collateral securing up to one hundred percent (100%) (collectively, the “Permitted Accounts”of letters of credit and cash held as a deposit pursuant to a lease for rental property). (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall use commercially reasonable efforts to cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. If Borrower fails to deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to Bank within thirty (30) days (or such later date as may be agreed to by Bank in writing, in its sole discretion) of establishing such Collateral Account, Borrower shall immediately close the Collateral Account and transfer the funds of such Collateral Account (and any funds subsequently deposited in such account) to an account of Borrower maintained with SVB. The provisions of the previous sentence shall not apply to (i) deposit accounts securing up to one hundred percent (100%) of letters of credit and cash held as a deposit pursuant to a lease for rental property, and (ii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its and its Subsidiaries’ primary operating and other domestic operating, deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, ; provided that Borrower may maintain its existing deposit accounts with Silicon Valley Bank disclosed on Schedule 5(f) to the maximum balance maintained Security Agreement (the “Existing SVB Accounts”) through September 30, 2008, so long as the aggregate amount on deposit in such accounts does notnot exceed $[ * ] at any time, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, and no funds or other property are transferred into any such accounts from accounts maintained with the “Permitted Accounts”)Bank or its Affiliates. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account deposit account, securities account, investment account, commodities account or similar account at or with any bank or financial institution other than [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Bank or Bank’s Affiliates. For each Collateral Account such account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account such account is maintained to execute and deliver a Control Agreement control agreement or other appropriate instrument with respect to such Collateral Account account to perfect Bank’s Lien in such Collateral Account account in accordance with the terms hereunder which of this Agreement and the other Loan Documents (each an “Account Control Agreement Agreement”). Notwithstanding the foregoing, Borrower may not be terminated without maintain the prior written consent of Bank. The provisions of the previous sentence shall not apply Existing SVB Accounts for up to fifteen (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (9015) days following after the closing date of a Permitted Acquisition or Permitted Investment Effective Date, without being subject to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentAccount Control Agreements.

Operating Accounts. (a) Maintain Each Loan Party and each of its Subsidiaries shall, at all times on and after the date that is 180 days following the Effective Date, maintain its primary banking business, including depository and operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in Bank or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that . For the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectivelyavoidance of doubt, the “Permitted Accounts”)Loan Parties and their Subsidiaries may maintain other banking relationships, subject to clause (b) below, so long as the primary banking relationship is with Bank or Bank’s Affiliates. (b) Provide Bank written notice within five (5) days prior written notice before Business Days after establishing any Collateral Account of any Loan Party at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower any Loan Party at any time maintains, Borrower such Loan Party shall cause the applicable bank or financial institution (other than Bank, but including Bank’s Affiliates) at or with which any Collateral Account is maintained to execute and deliver within thirty (30) days after opening such Collateral Account (or, with regard to Collateral Accounts existing on the Effective Date, sixty (60) days after the Effective Date) a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrowersuch Loan Party’s employees and identified to Bank by Borrower such Loan Party as such and such, (ii) cash collateral accounts with respect to Permitted Liens under clause (a) of such definition securing Permitted Indebtedness under clause (b) of such definition, (iii) accounts held outside the Permitted United States in the ordinary course of business relating to operations outside of the United States and (iv) accounts constituting money market accounts to the extent identified as such on the Perfection Certificate (such deposit accounts, “Excluded Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investment”).

Operating Accounts. (a) Maintain Beginning on the date which is 60 days after the Effective Date, maintain all of its primary and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts), which are maintained within the United States (including without limitation such accounts which are maintained with United States branches of foreign institutions), with Bank and securities accounts with Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted may maintain until December 31, 2009 its account number 0985930850 at National City Bank for purpose of continuing to maintain receive deposits of payment items sent to Borrower’s pre-existing lockbox, provided that (i) one (1) account with PayPalNational City Bank and Borrower shall, provided within 30 days after the Effective Date, agree in writing that Borrower shall immediately transfer any and all funds maintained the proceeds in or deposited into such account into an account of Borrower maintained shall be swept to Bank two times per week and provide Bank with Bank a Control Agreement to perfect Bank’s Lien against such account, and (ii) accounts outside Borrower shall still be required to comply with the terms of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00Section 6.3(c) (collectively, the “Permitted Accounts”)hereof. (b) Provide Without limitation on subsection “a” above, (i) provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For , and (ii) for each Collateral Account that Borrower at any time maintainsmaintains within the United States (including without limitation any such account which is maintained with a United States branch of a foreign institution), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bankhereunder. The provisions of “ii” of the previous sentence shall (x) not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such such, (y) not apply to accounts which are being moved to Bank or Bank’s Affiliates within the 60 day period provided for in Section 6.8(a) above, and (iiz) shall be subject to the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90terms of Section 6.8(a) days following the closing date of a Permitted Acquisition or Permitted Investment above with respect to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentaccount number 0985930850 at National City Bank.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank. Notwithstanding ’s Affiliates, with all excess cash and investments maintained with Bank and Bank’s Affiliates; provided that following the foregoingoccurrence of the Capital Raise, such accounts shall represent at least sixty-five percent (65%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions, and prior to the Capital Raise, Borrower shall be permitted to maintain local operating and deposit account in an amount not to exceed $250,000 (iwhich accounts shall be subject to a Control Agreement as required by Section 6.8(b) one (1) account with PayPalbelow). Except for accounts permitted under this Section 6.8(a), provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into held at existing accounts of Borrower held at financial institutions other than Bank (the “Existing Accounts”) shall be transferred within ninety (90) days after the Effective Date to an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”). (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains (including, without limitation, the Existing Accounts), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of Borrower’s and its primary Subsidiaries' (other than MSC and Selecta Russia) operating Collateral Accounts and other deposit accounts and securities accounts excess cash with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesAffiliates in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent. In addition, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars Borrower shall obtain any letters of credit and cash management services ($1,000,000.00other than business credit cards) (collectively, the “Permitted Accounts”)exclusively from Bank. (b) Provide Notwithstanding anything to the contrary in Section 6.6(a), Borrower (individually and not on a consolidated basis) shall at all times have on deposit in operating, depository and securities Collateral Accounts maintained with Bank or Bank's Affiliates, in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent, cash in an amount equal to the lesser of (i) one hundred percent (100.0%) of the Dollar value of all of Borrower's consolidated cash, including any Subsidiaries', Affiliates', or related entities' (excluding Selecta Russia) cash, in the aggregate, at all financial institutions, and (ii) one hundred five percent (105.0%) of the Dollar amount of the then-outstanding Obligations. Bank may, upon consultation with Collateral Agent and the Required Lenders, restrict withdrawals or transfers by or on behalf of Borrower that would violate this Section 6.6(b), regardless of whether an Event of Default exists. (c) Borrower shall provide Collateral Agent five (5) days days’ prior written notice before establishing Borrower or any of its Subsidiaries establishes any Collateral Account at or with any bank or financial institution Person other than Bank or Bank’s its Affiliates. For In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect BankCollateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without the prior written consent of BankCollateral Agent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s ’s, or any of its Subsidiaries’, employees and identified to Bank Collateral Agent by Borrower as such and in the Perfection Certificates. (iid) the Permitted Accounts. In addition, the Neither Borrower nor any of its Subsidiaries shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply maintain any Collateral Accounts except Collateral Accounts maintained in accordance with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted InvestmentSections 6.6.

Operating Accounts. (a) Maintain Beginning on or before the date that is one hundred twenty (120) days after the Effective Date (the “Transition Date”), maintain its primary operating and other deposit accounts all of its Domestic Subsidiaries’ primary U.S. operating, depository and securities accounts with Bank and Bank’s Affiliates. In addition, as of the Effective Date, Borrower shall use Bank for all cash management, foreign exchange and merchant services, except that, subject to Section 6.8(b), Borrower shall be entitled to use another bank or financial institution for investment management services (but not depository and operating accounts) if the rates charged by alternative bank or financial institution for those services are lower than those charged by the Bank or the Bank’s Affiliates. Notwithstanding the foregoing, Borrower and its Domestic Subsidiaries shall be permitted to maintain (i) one or more accounts at other banks or financial institutions that are not subject to a Control Agreement, so long as the balances of such accounts do not exceed Five Hundred Thousand Dollars (1$500,000.00) account with PayPalin the aggregate at any time, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) an investment account with ▇. ▇▇▇▇ Price (collectively, the “Permitted Accounts”). Foreign Subsidiaries may have primary operating, depository and securities accounts with banks and financial institutions other than Bank and Bank’s Affiliates. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) prior to the Transition Date, to accounts other than investment accounts with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) after the Transition Date, to the Permitted Accounts, or (iii) to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its primary and all of its Subsidiaries’ domestic operating and other deposit accounts and securities accounts located in the United States with Bank and Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain ’s Affiliates; provided that (i) one Borrower may maintain its existing deposit accounts at Bank of America, N.A. (1the “Existing Accounts”), so long as within ninety (90) account days after the Effective Date (or such later date as Bank shall determine, in its sole discretion), such Existing Accounts are either (i) closed, with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into proceeds thereof transferred to an account of Borrower maintained with at Bank or (ii) subject to a Control Agreement in favor of Bank; and (ii) accounts outside until the expiry of the underlying letters of credit issued by Bank of America, N.A. and Bank’s Affiliatesexisting on the Effective Date, provided that Borrower may maintain the maximum balance maintained in such accounts does notL/C Cash Collateral Accounts at Bank of America, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”).N.A. (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account located in the United States that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account (including, without limitation, the Existing Accounts), is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account (including, without limitation, the Existing Accounts), in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts (i) deposit accounts located outside the United States, or (ii) exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain at all times on deposit with Bank the lesser of (i) Ten Million Dollars ($10,000,000) in cash and Cash Equivalents or (ii) eighty percent (80%) of the aggregate dollar value of Borrower’s and its primary operating Subsidiaries’ cash and other deposit Cash Equivalents in accounts and securities accounts with Bankat all financial institutions. Notwithstanding the foregoing, for a period of time not to exceed thirty (30) days after the Effective Date, Borrower shall be permitted to may instead maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One only Five Million Dollars ($1,000,000.005,000,000) in cash and Cash Equivalents at Bank provided that until Borrower (collectivelyA) is in compliance with the requirements set forth in the first sentence of this paragraph 6.6(a) and (B) has delivered the XXX Control Agreements to Bank, Borrower shall not, at any time, transfer any funds out of or otherwise debit Borrower’s accounts at Bank. Borrower agrees to evaluate in good faith the “Permitted Accounts”)corporate credit card program offered by Bank within one hundred twenty (120) days of the Effective Date to potentially transition its and its Subsidiaries’ program. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and or (ii) Borrower’s account no. XXXXXXXXXX at XXX Bank so long as the Permitted Accountsaggregate amount of cash and Cash Equivalents therein does not at any time exceed Three Hundred Thousand Dollars ($300,000). In additionaddition so long as Borrower’s aggregate cash and Cash Equivalents (as reported in the most recent Monthly Cash Statements) is greater than or equal to Fifty Million Dollars ($50,000,000), the Borrower shall have until not be required to obtain a Control Agreement for accounts held at XXX Securities. If at any time, Borrower’s aggregate cash and Cash Equivalents (as reported in the date that most recent Monthly Cash Statements) is ninety less than Fifty Million Dollars (90$50,000,000), Borrower shall immediately (i) days following the closing date of provide Bank with a Permitted Acquisition fully executed Control Agreement for Borrower’s accounts at XXX Securities or Permitted Investment to comply with the provisions of this Section 6.8 with regard (ii) transfer all funds contained therein to accounts acquired by Borrower in connection with at Bank, Bank’s Affiliates or another financial institution where such Permitted Acquisition or Permitted Investmentaccounts are subject to a Control Agreement.

Operating Accounts. (a) Maintain its primary and its Subsidiaries’, if any, depository, operating and other deposit accounts and securities accounts which are maintained in the United States (including, without limitation, such accounts which are maintained with United States branches of foreign financial institutions) with Bank and Bank’s affiliates, with all excess funds maintained at or invested through Bank or an affiliate of Bank. Notwithstanding the foregoing, Borrower shall may maintain, until December 31, 2009, its account number 0985930850 at National City Bank for the purpose of continuing to receive deposits of payment items sent to Borrower’s pre-existing lockbox; provided, however, for the avoidance of doubt, Borrower will be permitted required to maintain (icomply with the terms of Section 6.3(c) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)hereof. (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains in the United States (including, without limitation, such accounts which are maintained with a United States branch of a foreign financial institutions), Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In additionBorrower’s account number 0985930850 at National City Bank; provided, the Borrower that such account number 0985930850 at National City Bank shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply be terminated no later than December 31, 2009, with the provisions proceeds thereof transferred to an account of this Borrower maintained at Bank.” 2 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.8 with regard to accounts acquired by Borrower 6.9(a) thereof, in connection with such Permitted Acquisition or Permitted Investment.its entirety:

Operating Accounts. (a) (i) Maintain its primary and its Subsidiaries’ domestic depository, operating and other deposit accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank; and (ii) maintain not less than sixty percent (60%) of the dollar value of GTTI’s and its Subsidiaries accounts at all financial institutions worldwide at Bank and Bank’s affiliates. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, Borrower no later than August 20, 2011 (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts of PEUSA and PEINC maintained at financial institutions other than Bank or Bank’s Affiliates shall be permitted to maintain (i) one (1) account closed, with PayPal, provided that Borrower shall immediately transfer any and all funds maintained proceeds in such accounts transferred to a Collateral Account at Bank or deposited into such account into an account of Borrower maintained with Bank and Bank’s Affiliates; or (ii) accounts outside subject to an account control agreement in favor of Bank and Bank’s Affiliates, provided that the maximum balance maintained in such accounts does not, in aggregateform and substance acceptable to Bank, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)in its reasonable discretion. (b) Provide Bank five (5) days prior prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintainsmaintains in the United States or the United Kingdom, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain its all of their primary domestic operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s AffiliatesAffiliates which accounts shall, provided that within forty-five (45) days from the maximum balance maintained in such Effective Date, represent at least seventy-five percent (75%) of the dollar value of Borrowers’ domestic operating and other deposit accounts does not, in aggregate, exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)at all financial institutions. This Section shall not apply to Borrowers’ investment accounts. (b) Provide Bank five (5) days days’ prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral domestic Deposit Account that of a Borrower containing, at any time maintainstime, a balance of Fifty Thousand Dollars ($50,000) or more, and for each domestic Securities Account, such Borrower shall cause cause, within forty-five (45) days after the Effective Date (or the later establishment of such Collateral Account), the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. Borrowers shall not be permitted to transfer any of the proceeds of the Credit Extensions to any Collateral Account for which Bank has not received a Control Agreement except with respect to Permitted Investments. The provisions of the previous sentence in this Section 6.6(b) shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Borrower’s employees and identified to Bank by such Borrower as such such. Bank 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 and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentcontinuing hereunder.

Operating Accounts. (a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, provided that which accounts shall represent at least eighty-five percent (85%) of the maximum balance maintained in dollar value of Borrower’s and such Subsidiaries’ operating and other deposit accounts does notat all financial institutions. Notwithstanding the foregoing, in aggregate, exceed One Million Dollars Parent may maintain its accounts with Western Alliance Bank set forth on the Perfection Certificate for up to sixty ($1,000,000.0060) (collectively, days after the “Permitted Accounts”)Effective Date. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall (unless Bank otherwise elects in writing, in Bank’s sole discretion) cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) for up to sixty (60) days after the Effective Date, Parent’s accounts maintained with Western Alliance Bank set forth on the Perfection Certificate, (ii) Parent’s account maintained with PayPal so long as such account is linked to Parent’s account with Bank, or (iii) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain No later than one hundred twenty (120) days following the Effective Date, maintain all of its primary and its Subsidiaries’ primary domestic operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower ; provided that Borrowers shall not be permitted required to maintain with Bank (ix) one (1) any deposit account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower related to accounts payable services which are maintained with Bank of America, N.A. as of the Effective Date and (iiy) such other accounts outside of as agreed between Bank and Bank’s AffiliatesBorrowers, provided that so long as the maximum balance maintained in aggregate amount of all such accounts under these clauses (x) and (y) does not, in aggregate, not exceed One Million Dollars ($1,000,000.00) (collectively, the “Permitted Accounts”)5,000,000. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any domestic bank or financial institution other than Bank or Bank’s Affiliates. For each domestic Collateral Account that Borrower Borrowers at any time maintainsmaintain, Borrower Borrowers shall cause the applicable bank or financial institution (other than Bank) at or with which any domestic Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such domestic Collateral Account to perfect Bank’s Lien in such domestic Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank; provided that Borrowers shall not be required to deliver a Control Agreement for any Collateral Account which is (x) any deposit account related to accounts payable services which are maintained with Bank of America, N.A. as of the Effective Date and (y) such other accounts as agreed between Bank and Borrowers, so long as the aggregate amount of all such accounts under these clauses (x) and (y) does not exceed $5,000,000; provided, further, that Borrowers shall be permitted to maintain cash in excess of $5,000,000 in accounts maintained with Bank of America, N.A. (i) on the Effective Date and (ii) during the two (2) business days immediately following the Effective Date. 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 Borrowers’ employees and identified to Bank by Borrower Borrowers as such and (ii) the Permitted Accounts. In addition, the Borrower shall have until the date that is ninety (90) days following the closing date of a Permitted Acquisition or Permitted Investment to comply with the provisions of this Section 6.8 with regard to accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentsuch.

Operating Accounts. (a) Maintain all of its primary operating and other deposit accounts and securities accounts with Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain (i) one (1) account with PayPal, provided that Borrower shall immediately transfer any and all funds maintained in or deposited into such account into an account of Borrower maintained with Bank and (ii) accounts outside of Bank and Bank’s Affiliates, and conduct all other primary banking with Bank for services such as letters of credit and business credit cards. Notwithstanding the foregoing, for up to thirty (30) days after the Effective Date, Borrower may maintain its accounts with Bank of America, N.A. as disclosed on the Perfection Certificate as of the Effective Date provided that the maximum aggregate balance maintained in such accounts does not, in aggregate, not exceed One Million Five Hundred Thousand Dollars ($1,000,000.00500,000) (collectively, the “Permitted Accounts”)at any time. (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder hereunder, which Control Agreement control agreements may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and such, (ii) Borrower’s account maintained with PayPal as disclosed on the Permitted Accounts. In additionPerfection Certificate as of the Effective Date so long as the balance in such account does not exceed Twenty Thousand Dollars ($20,000) at any time, the Borrower shall have until the date that is ninety and (90iii) for up to thirty (30) days following after the closing date Effective Date, ▇▇▇▇▇▇▇▇’s accounts maintained with Bank of a Permitted Acquisition or Permitted Investment to comply with America, N.A. as disclosed on the provisions Perfection Certificate as of this Section 6.8 with regard to the Effective Date provided that the aggregate balance in such accounts acquired by Borrower in connection with such Permitted Acquisition or Permitted Investmentdoes not exceed Five Hundred Thousand Dollars ($500,000) at any time.