“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Affiliate” means any Person, other than AI-NOVA, that: # is controlled by, controls, or is under common control with a Party (collectively, a “Controlled Person”); or # is controlled by, controls, or is under common control with any such Controlled Person, in each case for so long as such control continues.

“Controlled Entity” means # any of the Subsidiaries of Holdings and any of their or Holdings’ respective Controlled Affiliates and # if Holdings has a parent company, such parent company and its Controlled Affiliates.

([[) Treasury Management Agreement means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, commercial credit cards, purchasing cards, cardless e-payable services, debit cards, stored value cards, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.

“Related Indemnified Person” of an Indemnitee means # any controlling person or controlled affiliate of such Indemnitee, # the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and # the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this [clause (c)], acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

“Controlled Entity” means (a) any of the Subsidiaries of the ​ and any of their or the ​’ respective Controlled Affiliates and (b) if an Obligor has a parent company, such parent company and its Controlled Affiliates.

“Cash Management Services” shall mean any services provided to Borrowers in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

additional Liens on Property (excluding Property constituting Borrowing Base Properties, Equity Interests of the Borrower or its Restricted Subsidiaries pledged as Collateral and Controlled Accounts) so long as the aggregate principal amount of the obligations secured thereby does not at any time exceed $50,000,000.

For purposes of this letter agreement, “MRC Buyer” means Mill Road Capital Management LLC, a Delaware limited liability company (“MRC,” which term shall include its successors and assigns), and/or any one or more persons or entities who are controlled by MRC or whose investments are managed primarily by MRC.

“Designated Holder” means any of the following, or any of their respective controlled Affiliates, or any fund or account managed, advised or controlled by any of the following or any of their respective controlled Affiliates: Highbridge Capital Management, LLC, Wolverine Asset Management, LLC, Corre Partners Management, LLC, Whitebox Advisors LLC, and SGF, Inc.