Common use of Accounts; Cash Management Clause in Contracts

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Borrower and each Guarantor shall maintain a cash management system which is reasonably acceptable to Administrative Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral held by any Borrower or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts or securities investment accounts as set forth on Schedule 2.21 or other accounts subject to the terms of the Security Agreements and applicable Control Agreements (other than Excluded Deposit Accounts). (b) Borrower shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or with such other banks as selected by the Borrower from time to time subject to this Section 2.21, into which Borrower and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrower and Guarantors shall deliver, or cause to be delivered, to Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower or any Guarantor is maintained. Borrower shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative Agent may require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower and Guarantors shall not establish any deposit accounts into which proceeds of Collateral are deposited, unless Borrower or such Guarantor has complied in full with the provisions of this Section 2.21(b) with respect to such deposit accounts. Each Borrower agrees that from and after the delivery of an Activation Notice all payments made to such Blocked Accounts or other funds received and collected by Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to Administrative Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations. (c) The applicable bank at which any Blocked Accounts are maintained shall agree from and after the receipt of a notice (an “Activation Notice”) from Administrative Agent (which Activation Notice the Administrative Agent agrees shall only be given, at the Administrative Agent’s option, or upon instruction of the applicable Required Lenders, at any time during a Cash Dominion Period) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account to the account designated as a collection account (the “Collection Account”), which shall be under the exclusive dominion and control of Administrative Agent. (d) From and after the delivery of an Activation Notice, Administrative Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(a) through (k), upon Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to such Borrower. (e) Unless otherwise agreed to by the Administrative Agent, the Borrower, Guarantors and their directors, employees and agents shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent. Each Borrower agrees to reimburse Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. (f) Notwithstanding anything to the contrary, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each The Borrower and each Guarantor shall shall, on or prior to the Effective Date create and maintain a cash management system which is reasonably acceptable to Administrative Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of ABL/SOA Priority Collateral held by any the Borrower or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts held with (x) the Collateral Agent, (y) until the Deposit Account Designation Date, JPMorgan or securities investment (z) other bank accounts as set forth on Schedule 2.21 or other accounts in form and substance reasonably satisfactory to Administrative Agent, in each case subject to the terms of the Security Agreements Agreement and applicable Control Agreements Agreements, as set forth on Schedule 2.22 (other than Excluded Deposit Accountsas updated from time to time by the Borrower). (b) The Borrower shall establish and maintain, at its sole expense, and shall cause each Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accountsexpense, Deposit Accounts subject to Control Agreements, which, on and after the Closing Effective Date, shall consist of accounts Deposit Accounts maintained as set forth in Section 2.22(a) and related lockboxes maintained as required by the financial institutions as described on Schedule 2.21 hereto Section 5.13 (in each case, except for Excluded Deposit Accounts, the “Blocked Accounts”), or with such other banks as selected by into which the Borrower from time to time subject to this Section 2.21, into which Borrower and the Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of hydrocarbon Inventory or other ABL/SOA Priority Collateral in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties. On or prior to the Effective Date (except to the extent set forth in Section 5.13), the Borrower and the Guarantors shall deliver, or cause to be delivered, to the Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of the Borrower or any Guarantor is maintained. The Borrower shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as the Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the The Borrower and the Guarantors shall not establish any deposit accounts Deposit Accounts after the commencement of the Revolving Availability Period into which proceeds of ABL/SOA Priority Collateral are deposited, unless the Borrower or such Guarantor has complied in full with the provisions of this Section 2.21(b2.22(b) with respect to such deposit accounts. Each The Borrower agrees that from and after the delivery of an Activation Notice (as defined below) all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory hydrocarbon Inventory, shall be treated as payments to the Administrative Agent and Lenders in respect of the Obligations and therefore therefore, after giving effect to such payments, shall constitute the property of the Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations. (c) The applicable bank at which any Blocked Accounts are maintained shall agree from and after the receipt of a notice (an “Activation Notice”) from Administrative the Collateral Agent (which Activation Notice the Administrative Agent agrees shall only be given, at the Administrative Agent’s optionmay, or upon instruction of the applicable Required Lenders, as applicable, shall, be given by the Collateral Agent at any time during and after the occurrence of a Cash Dominion PeriodTrigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account as of the end of the prior day to the account designated as a the collection account with respect to all collection activity (including with respect to collection of proceeds of ABL/SOA Priority Collateral) (the “Collection Account”), which shall be under or the exclusive dominion and control of Administrative Agent.account designated as the operating account (the “Operating Account”), as applicable, (d) From and after the delivery of an Activation Notice, the Administrative Agent shall apply all funds then held in or credited to the Borrowing Base Collateral Account and all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations Obligations, subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(aSubsections 8.02 (a) through (ki), upon the Borrower’s request and as long as no Event of Default has occurred and is continuing and all other conditions precedent to a Borrowing in Section 4.02 have been satisfied, any additional funds deposited in the Collection Account shall be released to such the Borrower. (e) Unless otherwise agreed Subject to by the Administrative Agentterms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, the Borrower, Guarantors Borrower and their its directors, employees employees, agents and agents other Affiliates shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or hydrocarbon Inventory or other Collateral which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. Each The Borrower agrees to reimburse the Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of the Administrative Agent’s payments to or indemnification of such bank or person. (f) Notwithstanding anything to the contrary, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Borrower Borrowers and each Subsidiary Guarantor shall shall, prior to the commencement of the Revolving Availability Period, maintain a cash management system which is reasonably acceptable to Administrative Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral held by any Borrower Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts or securities investment accounts accounts, as set forth on Schedule 2.21 2.22 or other accounts in form and substance reasonably satisfactory to Administrative Agent subject to the terms of the Security Agreements Agreement and applicable Control Agreements (other than Excluded Deposit Accounts)Agreements. (b) Borrower Borrowers shall establish and maintain, at their sole expense, and shall cause each Subsidiary Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accountssubject to Control Agreements, which, on and after the Closing Datecommencement of the Revolving Availability Period, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 2.22 hereto (in each case, except for Excluded Deposit Accounts, the “Blocked Accounts”), or with such other banks as selected by are acceptable to the Borrower from time to time subject to this Section 2.21, Administrative Agent into which Borrower Borrowers and Subsidiary Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of hydrocarbon Inventory or other Revolving Credit Priority Collateral in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties. Borrower On or prior to the commencement of the Revolving Availability Period (or such later time as permitted hereunder), Borrowers and Subsidiary Guarantors shall deliver, or cause to be delivered, to the Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower Borrowers or any Subsidiary Guarantor is maintained; provided, however, notwithstanding anything set forth herein or in any other Loan Document to the contrary, the Borrowers and Subsidiary Guarantors, as applicable, shall deliver, or cause to be delivered, to the Administrative Agent a Control Agreement duly authorized, executed and delivered by each applicable bank where the accounts identified on Schedule 2.22 as not being subject to a Control Agreement are maintained within sixty (60) days of the Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion). Borrower Borrowers shall further execute and deliver, and shall cause each Subsidiary Guarantor to execute and deliver, such agreements and documents as the Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower Borrowers and Subsidiary Guarantors shall not establish any deposit accounts after the commencement of the Revolving Availability Period into which proceeds of Revolving Credit Priority Collateral are deposited, unless the applicable Borrower or such Subsidiary Guarantor has complied in full with the provisions of this Section 2.21(b2.22(b) with respect to such deposit accounts. Each Borrower agrees that from and after the delivery of an Activation Notice all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of hydrocarbon Inventory shall be treated as payments to the Administrative Agent and Lenders in respect of the Obligations and therefore therefore, after giving effect to such payments shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations. (c) The applicable bank at which any Blocked Accounts are maintained shall agree from and after the receipt of a notice (an “Activation Notice”) from Administrative Agent (which Activation Notice the Administrative Agent agrees shall only be given, at the Administrative Agent’s optionmay, or upon instruction of the applicable Required Lenders, as applicable, shall, be given by Administrative Agent at any time during and after the occurrence of a Cash Dominion PeriodTrigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account to the account designated as a collection account (the “Collection Account”), ) which shall be under the exclusive dominion and control of Administrative Agent. (d) From and after the delivery of an Activation Notice, Administrative Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections Subsections 8.02(a) through (kd), upon Borrower’s Borrowers’ request and as long as no Event of Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to such BorrowerBorrowers. (e) Unless otherwise agreed Subject to by the Administrative AgentIntercreditor Agreements, the Borrower, Guarantors and their directors, employees and agents Borrowers shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory hydrocarbon Inventory, or other Revolving Credit Priority Collateral which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. Each Borrower agrees Xxxxxxxxx agree to reimburse Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. (f) Notwithstanding anything Borrowers shall deposit, or shall cause to be deposited, all cash received or collected for Designated Accounts Receivable purchased by a Receivables Purchaser into the Receivables Collection Account. (g) Subject to the contraryReceivables Intercreditor Agreement, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement at all times prior to the date delivery of an Activation Notice and the exercise of cash dominion with respect to the Receivables Collection Account, Holdings shall be permitted to withdraw from the Receivables Collection Account identifiable Purchased Receivables Collections in respect of Purchased Receivables on deposit therein and such withdrawn amounts shall be deposited into a separate bank account of Holdings over which Receivables Agent shall have a first priority lien and security interest. (h) Subject to the Receivables Intercreditor Agreement, following the delivery of an Activation Notice and during the exercise of cash dominion with respect to the Receivables Collection Account, the Collateral Agent shall promptly turn over to the Receivables Agent any Purchased Receivables Collections in respect of Purchased Receivables contained in the Receivables Collection Account which have not been previously been delivered to the Receivables Agent. (i) During any time period, if any, that (i) the aggregate amount of Borrowing Base Cash is ninety less than or equal to $100,000,000 (90a “Cash Trigger”) days or (or such later date as ii) the Administrative Receivables Purchase End Period shall have occurred and be continuing, the Collateral Agent may agree establish from time to time additional Reserves with respect to potential excise tax exposures relating to Purchased Receivables (“PR Excise Tax Exposures”) as determined by the Collateral Agent (x) upon the occurrence and during the continuance of a Cash Trigger, in its discretionan amount equal to the lesser of (I) following the consummation full amount of such acquisitionthe PR Excise Tax Exposures and (II) the difference between $100,000,000 minus the then aggregate amount of Borrowing Base Cash and (y) upon the occurrence and during the continuance of the Receivables Purchase End Period, in an amount equal the full amount of the PR Excise Tax Exposures.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Borrower Borrowers and each Guarantor shall maintain a cash management system which is reasonably acceptable to the Administrative Agent and the Collateral Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral funds held by any Borrower or any other Loan Party (other than funds being collected pursuant to the provisions stated belowbelow or funds not constituting proceeds of Borrowing Base collateral collected outside the United States in accordance with Parent Borrower’s past practice) shall be deposited in one or more bank accounts or securities investment accounts as set forth on Schedule 2.21 or other accounts accounts, in form and substance reasonably satisfactory to Collateral Agent subject to the terms of the Security Agreements Agreement and applicable Control Agreements (other than Excluded Deposit Accounts)Agreements. (b) Borrower Borrowers shall establish and maintain, at their sole expense, and shall cause each Guarantor to establish and maintain, at its their sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts 2020000364410 and related lockboxes maintained by the Wachovia Bank, N.A. (or another financial institutions as described on Schedule 2.21 hereto institution acceptable to Agent) (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or as Collateral Agent may specify, with such other banks as selected by the Borrower from time are acceptable to time subject to this Section 2.21, Collateral Agent into which Borrower Borrowers and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties. Borrower Borrowers and Guarantors shall deliver, or cause to be delivered, to Administrative Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of any Borrower or any Guarantor is maintained, and by each bank where any other deposit account is from time to time maintained. Borrower Borrowers shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative Collateral Agent may require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower Borrowers and Guarantors shall not establish any deposit accounts into which proceeds of Collateral are depositedafter the Closing Date, unless such Borrower or such Guarantor has (as applicable) have complied in full with the provisions of this Section 2.21(b9.02(b) with respect to such deposit accounts. Each Borrower agrees Borrowers agree that from and after the delivery of an Activation Notice (as defined below), all payments made to such Blocked Accounts or other funds received and collected by Administrative Collateral Agent or any Lender, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Collateral Agent and Lenders in respect of the Secured Obligations and therefore shall constitute the property of Administrative Collateral Agent and Lenders to the extent of the then outstanding applicable Secured Obligations. (c) The With respect to the Blocked Accounts of such Borrowers and such Guarantors as the Collateral Agent shall determine in its sole discretion, the applicable bank at which any maintaining such Blocked Accounts are maintained shall agree to forward daily all amounts in each Blocked Account to one Blocked Account designated as a concentration account in the name of Parent Borrower (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for Parent Borrower (the “Concentration Account Bank”), which, on the Closing Date, shall be account #2000002910293 maintained by Wachovia Bank, N.A. (or such other account and/or financial institution acceptable to the Collateral Agent). The Concentration Account Bank shall agree, from and after the receipt of a notice (an “Activation Notice”) from Administrative the Collateral Agent (which Activation Notice the Administrative may be given by Collateral Agent agrees shall only be given, at the Administrative Agent’s option, or upon instruction of the applicable Required Lenders, at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event) pursuant to the applicable Control Agreement, to forward, daily, forward daily all amounts in each Blocked the Concentration Account to the account designated as a collection account (the “Collection Account”), ) which shall be under the exclusive dominion and control of Administrative the Collateral Agent. (d) From With respect to the Blocked Accounts of such Guarantors as the Collateral Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, from and after the delivery receipt of an Activation NoticeNotice (which Activation Notice may be given by the Collateral Agent at any time from and after a Trigger Event), to forward all amounts in each Blocked Account to the Collection Account and to commence the process of daily sweeps from such Blocked Account into the Collection Account. (e) Notwithstanding any provision of this Section 9.02 to the contrary, (A) Loan Parties may maintain payroll accounts and trust accounts that are not a part of the Cash Management System provided that no Loan Party shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements, (B) Loan Parties may maintain local cash accounts that are not a part of the Cash Management System which do not at any time, together with all such local cash accounts, contain funds in the aggregate in excess of $250,000 and (C) Loan Parties may maintain foreign bank accounts in accordance with past practice which do not at any time contain funds in the aggregate in excess of $1,500,000 excluding funds in transit to the Concentration Account. (f) At any time from and after a Trigger Event, the Administrative Agent or the Collateral Agent shall apply all such funds received in the Collection Account on a daily basis to the repayment (by transferring same to the account of or pursuant to direction of Administrative Agent) of the applicable Obligations to either, at its option, (i) outstanding Swingline Loans or (ii) in accordance with any instructions received under Section 8.022.09(d). From and after the delivery of an Activation Notice, unless Administrative Agent or Collateral Agent determines to release such funds to Borrowers in accordance with the following sentence, Administrative Agent or Collateral Agent shall apply all such funds in a Collection Account on a daily basis to the repayment of (i) first, Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable; (ii) second, to interest then due and payable on all Loans, (iii) third, Overadvances, (iv) fourth, the Swingline Loans, (v) fifth, ABR Revolving Loans, (vi) sixth, Eurodollar Revolving Loans, together with all accrued and unpaid interest thereon (provided, however, payments on Eurodollar Revolving Loans with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period shall be transferred to the Cash Collateral Account to be applied to the Eurodollar Revolving Loans on the last day of the relevant Interest Period of such Eurodollar Revolving Loan or to the Obligations as they come due (whether at stated maturity, by acceleration or otherwise). Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(asubsections (i)-(iii) through (k)in the preceding sentence, upon Borrower’s Borrowers’ request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account or a Cash Collateral Account shall be released to such Borrower. (e) Unless otherwise agreed Borrowers. In addition, if consented to by the Administrative Agent, the BorrowerCollateral Agent and the Required Lenders, Guarantors such funds in a Cash Collateral Account may be released to Borrowers. Notwithstanding the above, if the Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and their payable in whole or in part pursuant to Section 8.01, the Administrative Agent or the Collateral Agent shall apply all funds received in the Collection Account in accordance with Section 8.02. (g) Each Borrower and its directors, employees employees, agents and agents shall promptly deposit or cause other Affiliates and Guarantors shall, acting as trustee for Collateral Agent, receive, as the same to be depositedproperty of Collateral Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or Inventory other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Collateral Agent. Each Borrower jointly and severally agrees to reimburse Administrative Collateral Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Collateral Agent’s payments to or indemnification of such bank or person. (f) Notwithstanding anything to the contrary, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition.

Accounts; Cash Management. Subject Each Account of the Guarantors shall at all times be (i) held as DIP Collateral for the Obligations, (ii) held at a financial institution selected by the Obligors from a list of approved financial institutions approved by the Required DIP Lenders, and (iii) except as provided in Section 6.17(f), either subject to Section 5.14 an effective Control Agreement in form and Schedule 5.14substance satisfactory to the Required DIP Lenders in favor of, each Borrower or otherwise subject to the “control” (as defined in the UCC) of, the Administrative Agent for the benefit of the Secured Parties, and each Guarantor in which the Administrative Agent on behalf of the Secured Parties has a perfected Priming DIP Lien, with all rights and remedies in respect thereto as shall be set forth in the DIP Loan Documents. No Obligor may open a new Account or any other account at a financial institution without the prior written consent of the Required DIP Lenders, which approval may be withheld in their sole discretion. The Obligors shall maintain a cash management system which is reasonably acceptable to Administrative Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral held by any Borrower or any other Loan Party (other than funds being collected pursuant satisfactory in all respects to the provisions stated belowRequired DIP Lenders and under which, among other things, (i) all advances of DIP Loans shall be deposited made into the Cash Collateral Account and (ii) amounts shall be transferred from the Cash Collateral Account solely to the VSE Concentration Account or to an Account of a Guarantor as and to the extent required in one accordance with the Approved 13-Week Budget (or more bank accounts or securities investment accounts in such lesser amount as shall then be required) for use solely in accordance with the Approved 13-Week Budget, Section 2.6 and this Section 6.14; provided that the aggregate amount of any payments in respect of any line item in an Approved 13-Week Budget may be made in variance with the corresponding amount of the budgeted payments for such line item set forth on Schedule 2.21 in the then-current Approved 13-Week Budget so long as, after giving effect to such payments, no Excess Budget Variance exists. All intercompany payments or other accounts subject to sharing agreements shall be consistent with the terms of this Agreement and the Security Agreements then applicable Approved 13-Week Budget and applicable Control Agreements (other than Excluded Deposit Accounts). shall be made in a manner so as not to give rise to an Excess Budget Variance as described in clause (b) Borrower of the definition thereof. For the avoidance of doubt, in no event shall establish and maintain, and shall cause each payments made by a Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or with such other banks as selected by the Borrower from time be used to time subject to this Section 2.21, into which Borrower and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrower and Guarantors shall deliver, or cause to be delivered, to Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower or satisfy any Guarantor is maintained. Borrower shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative Agent may require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower and Guarantors shall not establish any deposit accounts into which proceeds of Collateral are deposited, unless Borrower or such Guarantor has complied in full with the provisions of this Section 2.21(b) with respect to such deposit accounts. Each Borrower agrees that from and after the delivery of an Activation Notice all payments made to such Blocked Accounts or other funds received and collected by Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to Administrative Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations. (c) The applicable bank at which any Blocked Accounts are maintained shall agree from and after the receipt obligations of a notice (an “Activation Notice”) from Administrative Agent (which Activation Notice the Administrative Agent agrees shall only Non-Obligor Subsidiary other than as may be given, at the Administrative Agent’s option, or upon instruction of the applicable Required Lenders, at any time during a Cash Dominion Period) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account to the account designated as a collection account (the “Collection Account”), which shall be under the exclusive dominion and control of Administrative Agentpermitted by Section 7.12. (d) From and after the delivery of an Activation Notice, Administrative Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(a) through (k), upon Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to such Borrower. (e) Unless otherwise agreed to by the Administrative Agent, the Borrower, Guarantors and their directors, employees and agents shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent. Each Borrower agrees to reimburse Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. (f) Notwithstanding anything to the contrary, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Each Borrower and each Guarantor shall maintain a cash management system which is reasonably acceptable to Administrative Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral held by any Borrower or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts or securities investment accounts accounts, as set forth on Schedule 2.21 or other accounts in form and substance reasonably satisfactory to Administrative Agent subject to the terms of the Security Agreements and applicable Control Agreements (other than Excluded Deposit Accounts)Agreements. (b) Subject to Section 4.01(q), Borrower shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or with such other banks as selected by the Borrower from time are reasonably acceptable to time subject to this Section 2.21, Administrative Agent into which Borrower and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties. Borrower and Guarantors shall deliver, or cause to be delivered, to Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower or any Guarantor is maintained. Borrower shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative Agent may require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower and Guarantors shall not establish any deposit accounts into which proceeds of Collateral are deposited, unless Borrower or such Guarantor has complied in full with the provisions of this Section 2.21(b) with respect to such deposit accounts. Each Borrower agrees that from and after the delivery of an Activation Notice all payments made to such Blocked Accounts or other funds received and collected by Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to Administrative Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations. (c) The applicable bank at which any Blocked Accounts are maintained shall agree from and after the receipt of a notice (an “Activation Notice”) from Administrative Agent (which Activation Notice the Administrative Agent agrees shall only be given, at the Administrative Agent’s optionmay, or upon instruction of the applicable Required Lenders, shall, be given by Administrative Agent at any time during a Cash Dominion Period) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account to the account designated as a collection account (the “Collection Account”), ) which shall be under the exclusive dominion and control of Administrative Agent. (d) From and after the delivery of an Activation Notice, Administrative Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(a) through (ke), upon Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to such Borrower. (e) Unless otherwise agreed to by the Administrative Agent, the Borrower, Guarantors and their directors, employees employees, agents and agents other Subsidiaries shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent. Each Borrower agrees to reimburse Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. (f) Notwithstanding anything to the contrary, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each (a) Each Borrower and each Guarantor shall maintain a cash management system which is reasonably acceptable to Administrative the Collateral Agent (the “Cash Management System”), which shall operate as follows:provided in this Section 2.22. (ab) All proceeds of Collateral held by any Borrower the Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated belowbelow or identifiable Proceeds of Term Loan Priority Collateral) shall be deposited in one or more bank accounts or securities investment accounts accounts, as set forth on Schedule 2.21 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, subject to the terms of the applicable Security Agreements Agreement and applicable Control Agreements; provided, that, solely as to the FMC Acquired Companies, Control Agreements (other than Excluded Deposit Accounts)shall not be required prior to the Control Agreement Effective Date. (bc) Borrower The Borrowers shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense blocked deposit accounts or lockboxes subject to a first priority security interest in favor of the Collateral Agent and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.21 2.22(b) hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or with such other banks as selected by are acceptable to the Borrower from time to time Collateral Agent (in each case, “Blocked Accounts”) and which shall not be subject to this Section 2.21cash pooling or other similar arrangements with any entity that is not a Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Blocked Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Blocked Accounts of any Australian Loan Party) or the Netherlands (with respect to Blocked Accounts of any Dutch Loan Party), into which Borrower the Borrowers and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything to the contrary herein, all payments on Accounts owned by any Dutch Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the accounts set forth on Schedule 2.22(c) (and each account in substitution or replacement therefor) and (ii) each other bank account, deposit account, security account or other investment account of any Loan Party (other than, in the case of this clause (ii), Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to Administrative the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower or any Guarantor such account is maintained; provided, that, solely as to the FMC Acquired Companies, Control Agreements shall not be required prior to the Control Agreement Effective Date. Borrower The Borrowers shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative the Collateral Agent may require in connection with such Blocked Accounts accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are deposited, unless such Borrower or such Guarantor has complied in full with the provisions of this Section 2.21(b2.22(c) with respect to such deposit accounts. Each Borrower agrees that The Borrowers agree that, from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders to the extent of the then outstanding applicable Obligations. (cd) The applicable bank at which any Blocked Accounts are maintained shall agree agree, from and after the receipt of a notice (an “Activation Notice”) from Administrative the Collateral Agent (which Activation Notice the Administrative Agent agrees shall only be given, at the Administrative Agent’s optionmay, or upon instruction of the applicable Required Lenders, shall, be given by the Collateral Agent at any time during a Cash Dominion Period) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) designated as a the collection account (the “Collection Account”), ) which shall be under the exclusive dominion and control of Administrative Agentthe Collateral Agent and which shall not be subject to cash pooling or other similar arrangements. (de) From and after the delivery of an Activation Notice, Administrative with respect to all affected Blocked Accounts, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(a) through (k)Section 8.02, upon the Administrative Borrower’s request and as long as no Default has occurred and is continuing and and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to such Borrowerthe Borrowers. (ef) Unless otherwise agreed to by the Administrative Agent, the BorrowerThe Borrowers, Guarantors and their respective directors, employees employees, agents and agents other Affiliates shall promptly deposit (or cause the same to be deposited, ) any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory of the Loan Parties which come into their possession or under their control in the applicable Blocked Accounts, or remit the same (or cause the same to be remitted), in kind, to Administrative the Collateral Agent. Each Borrower agrees The Borrowers agree to reimburse Administrative the Collateral Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative the Collateral Agent’s payments to or indemnification of such bank or personPerson. (fg) Notwithstanding anything The Borrowers or the Administrative Borrower shall set up deposit accounts in the United States, in each case, subject to Control Agreements within the time periods specified in Section 2.22(b), into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent. (h) Concurrent with obtaining a Control Agreement in favor of the Term Loan Agent over the Term Loan Blocked Reinvestment Account, the Borrowers and Guarantors shall deliver, or cause to be delivered, to the contraryCollateral Agent, as “second lien agent”, a Control Agreement duly authorized, executed and delivered by the provisions bank where the Term Loan Blocked Reinvestment Account for the benefit of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that Holdings is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisitionmaintained.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Borrower and each Guarantor Borrowers shall maintain a cash management system which is reasonably acceptable to the Administrative Agent (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral held by any Borrower or any other Loan Party Borrowers (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts or securities investment accounts accounts, as set forth on Schedule 2.21 2.19 or other accounts in form and substance reasonably satisfactory to Administrative Agent subject to the terms of the Security Agreements Agreement and applicable Control Agreements (other than Excluded Deposit Accounts)Agreements. (b) Borrower Borrowers shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its their sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 2.19 hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or with such other banks as selected by are reasonably acceptable to the Borrower from time to time subject to this Section 2.21, Administrative Agent into which Borrower and Guarantors Borrowers shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting cash proceeds of Inventory or other Collateral Accounts in the identical form in which such payments are made, whether by cashand shall be identified and segregated from all other funds of the Borrowers. Within 60 days after the Closing Date (or such longer period as the Administrative Agent may approve), check or other manner. Borrower and Guarantors Borrowers shall deliver, or cause to be delivered, to the Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower or any Guarantor Borrowers is maintained. Borrower Borrowers shall further execute and deliver, and shall cause each Guarantor to execute and deliver, deliver such agreements and documents as the Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower and Guarantors Borrowers shall not establish any deposit accounts after the Closing Date into which proceeds of Collateral are deposited, unless the applicable Borrower or such Guarantor has complied in full with the provisions of this Section 2.21(b) 2.19 with respect to such deposit accounts. Each Borrower agrees Borrowers agree that from and after the delivery of an Activation Notice (as defined below) all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to the Administrative Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations. (c) The With respect to the Blocked Accounts of any such Borrowers as the Administrative Agent shall determine in its sole discretion, the applicable bank at which any maintaining such Blocked Accounts are maintained shall agree to forward, daily, all amounts in each Blocked Account to one of the Blocked Accounts designated as a concentration account in the name of such Borrower (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for such Borrower (the “Concentration Account Bank”). The Concentration Account Bank shall agree, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice the Administrative Agent agrees shall only be givenmay or, at the Administrative Agent’s option, or upon instruction of the applicable Required Lenders, shall be given by Administrative Agent at any time after the occurrence and during the continuance of a Cash Dominion PeriodTrigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward, daily, forward daily all amounts in each Blocked the Concentration Account to the account designated as a collection account (the “Collection Account”), ) which shall be under the exclusive dominion and control of the Administrative Agent. (d) The provisions of this Section 2.19 shall apply only to deposit accounts into which cash proceeds of Collateral are deposited, and not any other deposit accounts of any Borrower. (e) From and after the delivery of an Activation Notice, Administrative Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the applicable Obligations in accordance with Section 8.028.03. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(a8.03(a) through (ke), upon Borrower’s Borrowers’ request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to such BorrowerBorrowers. (ef) Unless otherwise agreed to by the Administrative Agent, the Borrower, Guarantors and their directors, employees and agents shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent. Each Borrower agrees Borrowers agree to reimburse Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. (fg) Notwithstanding anything The Agents and the Lenders agree that, with respect to the contrary, the provisions delivery of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition Activation Notice that is not prohibited under this Agreement prior to delivered upon the date that is ninety occurrence of any Trigger Event (90) days (or such later date as the “Trigger Date”), the Administrative Agent may agree in its discretionshall withdraw each such Activation Notice on the first date to occur after the applicable Trigger Date when no Event of Default is continuing and Borrowing Availability is greater than $18,750,000 for thirty (30) following the consummation of such acquisitionconsecutive days.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Borrower The Borrowers and each Guarantor shall maintain a cash management system which is reasonably acceptable to the Administrative Agent Agents and the applicable Collateral Agents (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral funds held by any Borrower Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts or securities investment accounts as set forth on Schedule 2.21 or other accounts accounts, in form and substance reasonably satisfactory to applicable Collateral Agents subject to the terms of the Security Agreements Agreement and applicable Control Agreements (other than Excluded Deposit Accounts)Agreements. (b) Borrower The Borrowers shall establish and maintain, at their sole expense, and shall cause each Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 9.02 hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or as the applicable Collateral Agent may specify, with such other banks as selected by are acceptable to the Borrower from time to time subject to this Section 2.21, applicable Collateral Agents into which Borrower the Borrowers and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a permanent repayment under Loan Documents) in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties. Borrower The Borrowers and Guarantors shall deliver, or cause to be delivered, to Administrative Agent the applicable Collateral Agents a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower the Borrowers or any Guarantor is maintained, and by each bank where any other deposit account is from time to time maintained. Borrower The Borrowers shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative Agent the applicable Collateral Agents may require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower The Borrowers and Guarantors shall not establish any deposit accounts into which proceeds of Collateral are depositedafter the Closing Date, unless Borrower the Borrowers or such Guarantor has (as applicable) have complied in full with the provisions of this Section 2.21(b) 9.01 with respect to such deposit accounts. Each Borrower agrees Borrowers agree that from and after the delivery of an Activation Notice (as defined below) all payments made to such Blocked Accounts or other funds received and collected by Administrative Agent the applicable Collateral Agents or any Lender, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent the applicable Collateral Agents and Lenders in respect of the Obligations and therefore therefor shall constitute the property of Administrative Agent such Collateral Agents and Lenders to the extent of the then outstanding applicable Obligations. (c) The With respect to the Blocked Accounts of US Borrowers and such Guarantors (other than Guarantors organized under the laws of Canada) as the applicable Collateral Agents shall determine in their sole discretion, the applicable bank at which any maintaining such Blocked Accounts are maintained shall agree to forward daily all amounts in each Blocked Account to one of the Blocked Accounts designated as a concentration account in the name of US Borrowers (the “US Concentration Account”) at the bank that shall be designated as the Concentration Account bank for US Borrowers (the “US Concentration Account Bank”), which, on the Closing Date, shall be account #8900338261 maintained by The Bank of New York (or other financial institution acceptable to the applicable Collateral Agents); provided, however, that amounts in the Blocked Accounts with numbers 2000028308229, 2000028308245, 2000028308261, 2000028308274, 2000028308258 and 2000028308232 maintained at Wachovia Bank, National Association (the “US Tax Bank”) will be combined into account #2000028308216 (the “Master Tax Account”) at Wachovia Bank, National Association. The US Concentration Account Bank and US Tax Bank shall agree, from and after the receipt of a notice (an “Activation Notice”) from Administrative the applicable US Collateral Agent (which Activation Notice the Administrative Agent agrees shall only be givenmay or, at the Administrative Agent’s option, or upon instruction of the applicable Required Lenders, shall be given by such Collateral Agent at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward, daily, forward daily all amounts in each Blocked the US Concentration Account to the account designated as a collection account (the “US Collection Account”), ) which shall be under the exclusive dominion and control of the US Administrative Agent. (d) From With respect to the Blocked Accounts of Canadian Borrower and such Guarantors organized under the laws of Canada as the applicable Collateral Agents shall determine in their sole discretion, the applicable bank maintaining such Blocked Accounts shall agree to forward daily all amounts in each Blocked Account to one of the Blocked Accounts designated as a concentration accounts in the name of Canadian Borrower (the “Canadian Concentration Accounts” and together with the US Concentration Account and Master Tax Account, the “Concentration Accounts”) at the bank that shall be designated as the Concentration Account bank for Canadian Borrower (the “Canadian Concentration Account Bank” and together with the US Concentration Account Bank, the “Concentration Account Banks”), which, on the Closing Date, shall be account nos. 1496-666 and 4688-785 maintained by The Bank of Montreal (or other financial institution acceptable to the applicable Collateral Agents). The Canadian Concentration Account Bank shall agree, from and after the delivery receipt of a notice an Activation Notice (which Activation Notice may or, upon instruction of the Required Lenders, shall be given by such Collateral Agent at any time from and after the occurrence of a Trigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward daily all amounts in the Canadian Concentration Account to the account designated as collection account (the “Canadian Collection Account” and together with the US Collection Account, the “Collection Accounts”) which shall be under the exclusive dominion and control of the Canadian Administrative Agent. (e) With respect to the Blocked Accounts of such Guarantors as the respective Collateral Agents shall determine in their sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, from and after the receipt of an Activation NoticeNotice (which Activation Notice may or, upon instruction of the Required Lenders, shall be given by the applicable Collateral Agents at any time from and after a Trigger Event), to forward all amounts in each Blocked Account to the US Collection Account and/or Canadian Collection Account, as applicable, and to commence the process of daily sweeps from such Blocked Account into the applicable Collection Accounts. (f) Any provision of this Section 9.02 to the contrary notwithstanding, (A) Loan Parties may maintain payroll accounts and trust accounts that are not a part of the Cash Management System provided that no Loan Party shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements and (B) Loan Parties may maintain local cash accounts that are not a part of the Cash Management System which individually do not at any time contain funds in excess of $500,000 and, together with all other such local cash accounts, do not exceed $5 million. (i) The US Administrative Agent shall apply all such funds received in the US Collection Account on a daily basis to the repayment of the applicable Obligations of the US Borrowers and its US Subsidiaries to either, at its option, (a) outstanding US Swingline Loans or (b) in accordance with any instructions received under Section 8.022.10(g). From and after the delivery of an Activation Notice, unless Administrative Agents and Collateral Agents determine to release such funds to Borrowers in accordance with the following sentence, US Administrative Agent shall apply all such funds in the US Collection Account on a daily basis to the repayment of (a) first, Fees and reimbursable expenses of the US Administrative Agent and the US Collateral Agent then due and payable; (b) second, to interest then due and payable on all Loans (other than Canadian Revolving Loans), (c) third, Overadvances (other than such Overadvances comprised of Canadian Revolving Loans), (d) fourth, the Swingline Loans, (e) fifth, ABR Revolving Loans (other than Canadian Revolving Loans), (f) sixth, Eurodollar Revolving Loans (other than Canadian Revolving Loans), together with all accrued and unpaid interest thereon (provided, however, payments on Eurodollar Revolving Loans with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period shall be transferred to the Cash Collateral Account to be applied to the Eurodollar Revolving Loans (other than Canadian Revolving Loans) on the last day of the relevant Interest Period of such Eurodollar Revolving Loan or to the Obligations of the US Borrowers and its Domestic Subsidiaries as they come due (whether at stated maturity, by acceleration or otherwise)). Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(asubsections (a)-(c) through (k)above, upon US Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the US Collection Account or Cash Collateral Account shall be released to such US Borrower. (e) Unless otherwise agreed . In addition, if consented to by the Administrative AgentAgents, the Collateral Agents and the Required Lenders, such funds in the US Collection Account or Cash Collateral Account may be released to Borrowers. Notwithstanding the above, if the applicable Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01, the US Administrative Agent shall apply all funds received in the Collection Account in accordance with Section 8.03. (ii) The Canadian Administrative Agent shall apply all funds received in the Canadian Collection Account on a daily basis to the repayment of the Canadian Obligations to either, at its option, (a) outstanding Canadian Swingline Loans or (b) in accordance with any instructions received under Section 2.10(g). From and after the delivery of an Activation Notice, unless Administrative Agents and Collateral Agents determine to release such funds to Borrowers in accordance with the following sentence, Canadian Administrative Agent shall apply all such funds in the Canadian Collection Account on a daily basis to the repayment of (a) first, Fees and reimbursable expenses of the Canadian Administrative Agent and the Canadian Collateral Agent then due and payable; (b) second, to interest then due and payable on all Canadian Revolving Loans, (c) third, Overadvances comprised of Canadian Revolving Loans, (d) fourth, the Swingline Loans, (e) fifth pro rata, Canadian Prime Rate Loans, and (f) sixth, Bankers’ Acceptances in accordance with Section 2.03(xi). Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under subsections (a)-(c) above, upon Canadian Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, Guarantors any additional funds deposited in the Canadian Collection Account or Cash Collateral Account shall be released to Canadian Borrower. In addition, if consented to by the Administrative Agents, the Collateral Agents and the Required Lenders, such funds in the Canadian Collection Account or Cash Collateral Account may be released to Borrowers. Notwithstanding the above, if the applicable Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01, the Collateral Agents shall apply all funds received in the Collection Account in accordance with Section 8.03. (h) The Borrowers and their directors, employees employees, agents and agents other Affiliates and Borrowing Base Guarantors shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or Inventory other Collateral which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agentthe applicable Collateral Agents. Each In no event shall the same be commingled with Borrowers’ own funds. US Borrowers agrees to reimburse US Collateral Agents and Canadian Borrower agrees to reimburse Administrative Agent Canadian Collateral Agents, as applicable, on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s such Collateral Agents’ payments to or indemnification of such bank or person. (f) Notwithstanding anything to the contrary, the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition.

Accounts; Cash Management. Subject to Section 5.14 and Schedule 5.14, each Borrower The Borrowers and each Guarantor shall maintain a cash management system which is reasonably acceptable to the Administrative Agent Agents and the applicable Collateral Agents (the “Cash Management System”), which shall operate as follows: (a) All proceeds of Collateral funds held by any Borrower Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts or securities investment accounts as set forth on Schedule 2.21 or other accounts accounts, in form and substance reasonably satisfactory to applicable Collateral Agents subject to the terms of the Security Agreements Agreement and applicable Control Agreements (other than Excluded Deposit Accounts)Agreements. (b) Borrower The Borrowers shall establish and maintainmaintain in such Borrower’s name, at their sole expense, and shall cause each Guarantor to establish and maintainmaintain in such Guarantor’s name, at its sole expense blocked accounts or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by the financial institutions as described on Schedule 2.21 9.02 hereto (in each case, except for Excluded Deposit Accounts, “Blocked Accounts”), or as the applicable Collateral Agent may specify, with such other banks as selected by are acceptable to the Borrower from time to time subject to this Section 2.21, applicable Collateral Agents into which Borrower the Borrowers and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a permanent repayment under Loan Documents) in the identical form in which such payments are made, whether by cash, check or other mannermanner and shall be identified and segregated from all other funds of the Loan Parties. Borrower The Borrowers and Guarantors shall deliver, or cause to be delivered, to Administrative Agent the applicable Collateral Agents a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower the Borrowers or any Guarantor is maintained, and by each bank where any other deposit account is from time to time maintained. Borrower The Borrowers shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Administrative Agent the applicable Collateral Agents may require in connection with such Blocked Accounts and such Control Agreements. Unless otherwise agreed to by the Administrative Agent, the Borrower The Borrowers and Guarantors shall not establish any deposit accounts into which proceeds of Collateral are depositedafter the Closing Date, unless Borrower the Borrowers or such Guarantor has (as applicable) have complied in full with the provisions of this Section 2.21(b) 9.01 herein with respect to such deposit accounts. Each Borrower agrees Borrowers agree that from and after the delivery of an Activation Notice (as defined below) all payments made to such Blocked Accounts or other funds received and collected by Administrative Agent the applicable Collateral Agents or any Lender, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent the applicable Collateral Agents and Lenders in respect of the Obligations and therefore therefor shall constitute the property of Administrative Agent such Collateral Agents and Lenders to the extent of the then outstanding applicable Obligations. (c) The With respect to the Blocked Accounts of US Borrowers and such Guarantors (other than Guarantors organized under the laws of Canada) as the applicable Collateral Agents shall determine in their sole discretion, the applicable bank at which any maintaining such Blocked Accounts are maintained shall agree to forward daily all amounts in each Blocked Account to one of the Blocked Accounts designated as a concentration account in the name of US Borrowers (the “US Concentration Account”) at the bank that shall be designated as the Concentration Account bank for US Borrowers (the “US Concentration Account Bank”), which, on the Closing Date, shall be account #8900338261 maintained by The Bank of New York (or other financial institution acceptable to the applicable Collateral Agents); provided, however, that amounts in the Blocked Accounts with numbers 2000028308229, 2000028308245, 2000028308261, 2000028308274, 2000028308258 and 2000028308232 maintained at Wachovia Bank, National Association (the “US Tax Bank”) will be combined into account #2000028308216 (the “Master Tax Account”) at Wachovia Bank, National Association. The US Concentration Account Bank and US Tax Bank shall agree, from and after the receipt of a notice (an “Activation Notice”) from Administrative the applicable US Collateral Agent (which Activation Notice the Administrative Agent agrees shall only be givenmay or, at the Administrative Agent’s option, or upon instruction of the applicable Required Lenders, shall be given by such Collateral Agent at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward, daily, forward daily all amounts in each Blocked the US Concentration Account to the account designated as a collection account (the “US Collection Account”), ) which shall be under the exclusive dominion and control of the US Administrative Agent. (d) From With respect to the Blocked Accounts of Canadian Borrower and such Guarantors organized under the laws of Canada as the applicable Collateral Agents shall determine in their sole discretion, the applicable bank maintaining such Blocked Accounts shall agree to forward daily all amounts in each Blocked Account to one of the Blocked Accounts designated as a concentration accounts in the name of Canadian Borrower (the “Canadian Concentration Accounts” and together with the US Concentration Account and Master Tax Account, the “Concentration Accounts”) at the bank that shall be designated as the Concentration Account bank for Canadian Borrower (the “Canadian Concentration Account Bank” and together with the US Concentration Account Bank, the “Concentration Account Banks”), which, on the Closing Date, shall be account nos. 1496-666 and 4688-785 maintained by The Bank of Montreal (or other financial institution acceptable to the applicable Collateral Agents). The Canadian Concentration Account Bank shall agree, from and after the delivery receipt of a notice an Activation Notice (which Activation Notice may or, upon instruction of the Required Lenders, shall be given by such Collateral Agent at any time from and after the occurrence of a Trigger Event which is continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward daily all amounts in the Canadian Concentration Account to the account designated as collection account (the “Canadian Collection Account” and together with the US Collection Account, the “Collection Accounts”) which shall be under the exclusive dominion and control of the Canadian Administrative Agent. (e) With respect to the Blocked Accounts of such Guarantors as the respective Collateral Agents shall determine in their sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, from and after the receipt of an Activation NoticeNotice (which Activation Notice may or, upon instruction of the Required Lenders, shall be given by the applicable Collateral Agents at any time from and after a Trigger Event), to forward all amounts in each Blocked Account to the US Collection Account and/or Canadian Collection Account, as applicable, and to commence the process of daily sweeps from such Blocked Account into the applicable Collection Accounts. (f) Any provision of this Section 9.02 to the contrary notwithstanding, (A) Loan Parties may maintain payroll accounts and trust accounts that are not a part of the Cash Management System provided that no Loan Party shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements and (B) Loan Parties may maintain local cash accounts that are not a part of the Cash Management System which individually do not at any time contain funds in excess of $500,000 and, together with all other such local cash accounts, do not exceed $5 million. (i) The US Administrative Agent shall apply all such funds received in the US Collection Account on a daily basis to the repayment of the applicable Obligations of the US Borrowers and its US Subsidiaries to either, at its option, (a) outstanding US Swingline Loans or (b) in accordance with any instructions received under Section 8.022.10(g). From and after the delivery of an Activation Notice, unless Administrative Agents and Collateral Agents determine to release such funds to Borrowers in accordance with the following sentence, US Administrative Agent shall apply all such funds in the US Collection Account on a daily basis to the repayment of (a) first, Fees and reimbursable expenses of the US Administrative Agent and the US Collateral Agent then due and payable; (b) second, interest then due and payable on all Loans (other than Canadian Revolving Loans and Tranche B Loans), (c) third, Overadvances (other than such Overadvances comprised of Canadian Revolving Loans), (d) fourth, the Swingline Loans, (e) fifth, ABR Revolving Loans (other than Canadian Revolving Loans and Tranche B Loans), (f) sixth, Eurodollar Revolving Loans (other than Canadian Revolving Loans and Tranche B Loans), together with all accrued and unpaid interest thereon (provided, however, payments on Eurodollar Revolving Loans with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period shall be transferred to the Cash Collateral Account to be applied to the Eurodollar Revolving Loans (other than Canadian Revolving Loans and Tranche B Loans) on the last day of the relevant Interest Period of such Eurodollar Revolving Loan or to the Obligations of the US Borrowers and its Domestic Subsidiaries as they come due (whether at stated maturity, by acceleration or otherwise)) (g) seventh, interest then due and payable on all ABR Tranche B Loans, (h) eighth, all ABR Tranche B Loans, (i) ninth, interest then due and payable on all Eurodollar Tranche B Loans and (j) tenth, all Eurodollar Tranche B Loans. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Sections 8.02(asubsections (a)-(c) through (k)above, upon US Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the US Collection Account or Cash Collateral Account shall be released to such US Borrower. (e) Unless otherwise agreed . In addition, if consented to by the Administrative AgentAgents, the Collateral Agents and the Required Lenders, such funds in the US Collection Account or Cash Collateral Account may be released to Borrowers. Notwithstanding the above, if the applicable Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01, the US Administrative Agent shall apply all funds received in the Collection Account in accordance with Section 8.03. (ii) The Canadian Administrative Agent shall apply all funds received in the Canadian Collection Account on a daily basis to the repayment of the Canadian Obligations to either, at its option, (a) outstanding Canadian Swingline Loans or (b) in accordance with any instructions received under Section 2.10(g). From and after the delivery of an Activation Notice, unless Administrative Agents and Collateral Agents determine to release such funds to Borrowers in accordance with the following sentence, Canadian Administrative Agent shall apply all such funds in the Canadian Collection Account on a daily basis to the repayment of (a) first, Fees and reimbursable expenses of the Canadian Administrative Agent and the Canadian Collateral Agent then due and payable; (b) second, to interest then due and payable on all Canadian Revolving Loans, (c) third, Overadvances comprised of Canadian Revolving Loans, (d) fourth, the Swingline Loans, (e) fifth pro rata, Canadian Prime Rate Loans, and (f) sixth, Bankers’ Acceptances in accordance with Section 2.03(xi). Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under subsections (a)-(c) above, upon Canadian Borrower’s request and as long as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, Guarantors any additional funds deposited in the Canadian Collection Account or Cash Collateral Account shall be released to Canadian Borrower. In addition, if consented to by the Administrative Agents, the Collateral Agents and the Required Lenders, such funds in the Canadian Collection Account or Cash Collateral Account may be released to Borrowers. Notwithstanding the above, if the applicable Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01, the Collateral Agents shall apply all funds received in the Collection Account in accordance with Section 8.03. (h) The Borrowers and their directors, employees officers, employees, agents and agents other Affiliates and Borrowing Base Guarantors (each a “Related Person”) shall promptly (i) hold in trust for the applicable Administrative Agent, for the benefit of itself and Lenders, all checks, cash and other items of payment received by such Borrower or any such Related Person, and (ii) promptly, in any event within two (2) Business Days, after receipt by such Borrower or any such Related Person, deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or Inventory other Collateral which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agentthe applicable Collateral Agents. Each Borrower on behalf of itself and each Related Person thereof acknowledges and agrees that all cash, checks or other items of payment constituting proceeds of Collateral are part of the Collateral. All proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Blocked Accounts. In no event shall the same be commingled with Borrowers’ own funds. US Borrowers agrees to reimburse US Collateral Agents and Canadian Borrower agrees to reimburse Administrative Canadian Collateral Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s such Collateral Agents’ payments to or indemnification of such bank or person. (fi) Notwithstanding anything Each Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at Bank of New York Mellon Corporation or another bank reasonably acceptable to the contraryapplicable Agent into which such Agent shall, from time to time, deposit proceeds of Loans made to such Borrower pursuant to Section 2.02 for use by such Borrower solely in accordance with the provisions of this Section 2.21 shall not apply to any deposit, securities or other accounts acquired by a Loan Party in connection with an acquisition that is not prohibited under this Agreement prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree in its discretion) following the consummation of such acquisition5.08.